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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K
(Mark one)
[ ☒ ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2023
or
[ ☐ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                              to                             
Commission file number: 001-08052

GLOBE LIFE INC.
(Exact name of registrant as specified in its charter)
Delaware   63-0780404
(State or other jurisdiction of incorporation or organization)   (I.R.S. Employer Identification No.)
3700 South Stonebridge Drive, McKinney, TX
   75070
(Address of principal executive offices)   (Zip Code)
972-569-4000
(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, $1.00 par value per share GL New York Stock Exchange
4.250% Junior Subordinated Debentures GL PRD New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:     None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.     
Yes  x     No   ¨    
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes ¨       No x   
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     
Yes  x       No ¨   
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes  x       No ¨   


GL 2023 FORM 10-K

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.:
Large accelerated filer x Accelerated filer ¨
Non-accelerated filer ¨ Smaller reporting company ¨
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.                       x

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.         x

Indicate by checkmark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).                                                 ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes  ☐    No  x

As of June 30, 2023, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was $10.4 billion based on the closing sale price as reported on the New York Stock Exchange.

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.
Class   
Outstanding as of January 31, 2024
Common Stock, $1.00 par value per share   
93,707,838 shares
DOCUMENTS INCORPORATED BY REFERENCE
Document    Parts Into Which Incorporated
Proxy Statement for the Annual Meeting of Stockholders to be held on April 25, 2024 (Proxy Statement)
    Part III



GL 2023 FORM 10-K
Table of Contents
Globe Life Inc.
Table of Contents
       Page
Item 1.
Item 1A.
Item 1B.
Item 1C.
Item 2.
Item 3.
Item 4.
Item 5.
Item 6.
Item 7.
Item 7A.
Item 8.
Item 9.
Item 9A.
Item 9B.
Item 9C.
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
Item 15.



GL 2023 FORM 10-K
Table of Contents
Part I

Item 1. Business

Globe Life and the Company refer to Globe Life Inc., an insurance holding company incorporated in Delaware in 1979, and its subsidiaries and affiliates. Its primary subsidiaries are Globe Life And Accident Insurance Company, American Income Life Insurance Company, Liberty National Life Insurance Company, Family Heritage Life Insurance Company of America, and United American Insurance Company.

Globe Life's website is: www.globelifeinsurance.com. Globe Life makes available free of charge through its website, its annual report on Form 10-K, its quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports as soon as reasonably practicable after they have been electronically filed with or furnished to the Securities and Exchange Commission. Other information included in Globe Life's website is not incorporated into this filing.
 

1
GL 2023 FORM 10-K
Table of Contents
The following table presents Globe Life's business by primary marketing distribution method. Additional information concerning industry segments may be found in Management’s Discussion and Analysis and in Note 15—Business Segments within the Notes to the Consolidated Financial Statements.

Primary Distribution Method Underwriting Company Products and Target Markets Distribution
Globe_Life_Standard_Logo_RGB_COLOR_BLUE_TEXT.jpg
 Direct to Consumer Division Globe Life And Accident Insurance Company

McKinney, Texas
Individual life and supplemental health limited-benefit insurance including juvenile and senior life coverage and Medicare Supplement to lower middle-income to middle-income Americans.
 Nationwide distribution through direct to consumer channels: including direct mail, electronic media, and insert media.
AIL_Standard_Logo_RGB_COLOR_BLUE_TEXT.jpg
 American Income Life Division American Income Life Insurance Company

Waco, Texas
Individual life and supplemental health limited-benefit insurance marketed to working families.
10,579 average producing agents in the U.S., Canada, and New Zealand.
Globe_Life_LNL_Standard_Logo_RGB_COLOR_BLUE_TEXT.jpg
 Liberty National Division Liberty National Life Insurance Company

McKinney, Texas
Life and supplemental health limited-benefit insurance distributed through in-home and worksite channels.
3,229 average producing agents in the U.S.
Globe_Life_FHL_Standard_Logo_RGB_COLOR_BLUE_TEXT.jpg
 Family Heritage Division Family Heritage Life Insurance Company of America

Cleveland, Ohio		 Supplemental limited-benefit health insurance to lower middle-income to middle-income families.
1,334 average producing agents in the U.S.
United_American_RGB_COLOR_BLUE_TEXT.jpg
 United American Division United American Insurance Company

McKinney, Texas
Supplemental health Medicare coverage to beneficiaries and, to a lesser extent, supplemental limited-benefit coverage to people under age 65.
3,223 independent producing agents in the U.S.
2
GL 2023 FORM 10-K
Table of Contents
Insurance
Life Insurance
 
The distribution channels for life insurance products include direct to consumer, exclusive agents, and independent agents. These methods are described in greater detail within the primary marketing distribution channel chart as shown above. The following table presents annualized premium in force for the three years ended December 31, 2023 by distribution method:
 
Annualized Premium in Force(1)
(Dollar amounts in thousands)
2023 2022 2021
Direct to Consumer
$ 933,057  $ 936,507  $ 929,197 
Exclusive agents:
American Income 1,654,197  1,553,003  1,458,408 
Liberty National 390,693  360,963  341,332 
Independent agents:
United American 6,958  7,609  8,426 
Other 200,840  203,438  205,822 
$ 3,185,745  $ 3,061,520  $ 2,943,185 
(1)See definition of annualized premium in force under Results of Operations in Management's Discussion & Analysis.

Globe Life's insurance subsidiaries write a variety of nonparticipating ordinary life insurance products. These include traditional whole life, term life, and other life insurance. The Company does not currently sell interest-sensitive whole life products. The following tables present selected information about Globe Life's life insurance products.

Annualized Premium in Force
(Dollar amounts in thousands)
  2023 2022 2021
Amount % of
Total		 Amount % of
Total		 Amount   % of
Total
Whole life:
Traditional $ 2,213,816  69  $ 2,106,878  69  $ 2,011,349  68 
Interest-sensitive 29,929  1  31,838  1  33,912  1 
Term
753,261  24  756,471  25  750,005  26 
Other
188,739  6  166,333  5  147,919  5 
$ 3,185,745  100  $ 3,061,520  100  $ 2,943,185  100 

Policy Count and Average Face Amount Per Policy
(Dollar amounts in thousands)
2023 2022 2021
Policy Count Average Face Amount per Policy Policy Count Average Face Amount per Policy Policy Count Average Face Amount per Policy
Whole life:
Traditional 9,050,091  $ 16.0  9,011,227  $ 15.7  8,963,774  $ 15.3 
Interest-sensitive 176,339  20.4  183,887  20.4  191,536  20.4 
Term
4,680,364  15.1  4,720,870  15.3  4,731,044  15.3 
Other
479,664  17.3  453,515  16.1  432,372  15.3 
14,386,458  $ 15.8  14,369,499  $ 15.6  14,318,726  $ 15.3 


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Health Insurance
 
The following table presents Globe Life's health insurance annualized premium in force for the three years ended December 31, 2023 by distribution channel.
 
Annualized Premium in Force
(Dollar amounts in thousands)
2023 2022 2021
Direct to Consumer
$ 70,249  $ 72,161  $ 74,627 
Exclusive agents:
Liberty National 200,160  196,336  196,783 
American Income 116,962  113,087  111,102 
Family Heritage 418,693  387,897  363,226 
Independent agents:
United American 579,237  558,373  540,340 
$ 1,385,301  $ 1,327,854  $ 1,286,078 

Globe Life offers Medicare Supplement and limited-benefit supplemental health insurance products that include accident, cancer, critical illness, heart, and intensive care products. These products are designed to supplement health coverage that applicants already own. Medicare Supplements are offered to enrollees in the traditional fee-for-service Medicare program. Medicare Supplement plans are standardized by federal regulation and are designed to pay deductibles and co-payments not paid by Medicare.

The following table presents supplemental health annualized premium in force information for the three years ended December 31, 2023 by product category.
 
Annualized Premium in Force
(Dollar amounts in thousands)
2023 2022 2021
Amount % of
Total		 Amount % of
Total		 Amount % of
Total
Limited-benefit plans $ 782,424  56  $ 735,858  55  $ 700,767  54 
Medicare Supplement 602,877  44  591,996  45  585,311  46 
$ 1,385,301  100  $ 1,327,854  100  $ 1,286,078  100 

Annuities
 
Annuity products include single-premium and flexible-premium deferred annuities. Annuities in each of the three years ended December 31, 2023, comprised less than 1% of premium. The Company does not currently market stand-alone fixed or deferred annuity products.

Pricing
 
Premium rates for life and health insurance products are established using assumptions as to future mortality, morbidity, persistency, investment income, expenses, and target profit margins. These assumptions are based on Company experience and projected investment earnings rates. Revenues for individual life and health insurance products are primarily derived from premium income, and, to a lesser extent, through policy charges to the policyholder account values on annuity products and certain individual life products. Profitability is affected by actual experience deviations from the established assumptions and to the extent investment income varies from that required for policy reserves.
 
Collections for annuity products and certain life products are not recognized as revenues, but are added to policyholder account values. Revenues from these products are derived from charges to the account balances for insurance risk and administrative costs. Profits are earned to the extent these revenues exceed actual costs. Profits are also earned from investment income in excess of the amounts required for policy reserves.

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Underwriting
 
The underwriting standards of Globe Life's insurance subsidiaries are established by management. Each subsidiary uses information obtained from the application, and in some cases additional information such as, telephone interviews with applicants, inspection reports, pharmacy data, motor vehicle records, responses to both medical and non-medical questions, doctors’ statements and/or medical examinations. This information is used to determine whether a policy should be issued in accordance with the application, with a different rating, with a rider, with reduced coverage, or rejected.

Reserves
 
The life insurance policy reserves reflected in Globe Life's consolidated financial statements as future policy benefits are calculated based on accounting principles generally accepted in the United States of America (GAAP). These reserves, with future premiums and the associated interest compounded at assumed rates, are expected to be sufficient to cover policy and contract obligations as they mature. Generally, the mortality and lapse assumptions used in the calculations of reserves are based on Company experience. Similar reserves are held on most of the health insurance policies written by Globe Life's insurance subsidiaries, since these policies generally are issued on a guaranteed-renewable basis. The assumptions used in the calculation of Globe Life's reserves are reported in Note 1—Significant Accounting Policies. Reserves for annuity products and certain life products consist of the policyholders’ account values and are increased by policyholder deposits and interest credited and are decreased by policy charges and benefit payments.

Reinsurance

Globe Life has historically participated in very limited third-party reinsurance as a result of the low face amounts of the policies sold by the Company. See Schedule IV, Note 5—Commitments and Contingencies, Note 6—Policy Liabilities, and Note 8—Liability for Unpaid Claims for more information.

Investments
 
The nature, quality, and percentage mix of insurance company investments are regulated by state laws. The investments of Globe Life insurance subsidiaries consist predominantly of high-quality, investment-grade securities. Approximately 91% of our invested assets, at fair value, are fixed maturities at December 31, 2023 (see Note 4—Investments and Management’s Discussion and Analysis).

Competition
 
Globe Life competes with other insurance carriers through policyholder service, price, product design, and sales efforts. While there are insurance companies competing with Globe Life, no individual company dominates any of Globe Life's life or health insurance markets.
 
Globe Life's health insurance products compete with, in addition to the products of other health insurance carriers, health maintenance organizations, preferred provider organizations, and other health care-related institutions which provide medical benefits based on contractual agreements.
 
The Company effectively competes with other carriers, in part, due to its ability to operate at lower policy acquisition and administrative expense levels than peer companies. This allows Globe Life to have competitive rates while maintaining higher underwriting margins.

Regulation

Insurance—Insurance companies are subject to regulation and supervision in the states in which they do business. The laws of the various states establish agencies with broad administrative and supervisory powers which include, among other things, granting and revoking licenses to transact business, regulating trade practices, licensing agents, approving policy forms, approving certain premium rates, setting minimum reserve and loss ratio requirements, determining the form and content of required financial statements, and prescribing the type and amount of investments permitted. Insurance companies are also required to file detailed annual reports with supervisory agencies, and records of their business are subject to examination at any time. Under the rules of the National Association of Insurance Commissioners (NAIC), insurance companies are examined periodically by one or more of the supervisory agencies.
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Risk-Based Capital (RBC)—The NAIC requires that a risk-based capital formula be applied to all life and health insurers. The risk-based capital formula is a threshold formula rather than a target capital formula. It is designed only to identify companies that require regulatory attention and is not to be used to rate or rank companies that are adequately capitalized. All Globe Life's insurance subsidiaries are more than adequately capitalized under the risk-based capital formula. See further discussion of RBC in Capital Resources.

Holding Company—States have enacted legislation requiring registration and periodic reporting by insurance companies domiciled within their respective jurisdictions that control or are controlled by other corporations so as to constitute a holding company system. Globe Life Inc. and its subsidiaries have registered as a holding company system pursuant to such legislation in Indiana, Nebraska, Ohio, and New York.

Insurance holding company system statutes and regulations impose various limitations on investments in subsidiaries, and may require prior regulatory approval for material transactions between insurers and affiliates and for the payment of certain dividends and other distributions.

Environmental, Social, and Governance (ESG)

Globe Life’s sustainable business practices are a driver of the success and longevity that our Company has experienced since its origin. We plan to advance our sustainable business practices by further developing the Company's ESG strategy and have aligned disclosures with the Sustainability Accounting Standards Board (SASB) standards and the Task Force on Climate-related Financial Disclosures (TCFD) recommendations.

Environmental responsibility and sustainability are key components of our overall corporate responsibility efforts. We strive to reduce our impact on the environment by implementing green building initiatives at our corporate facilities, placing a company-wide emphasis on recycling and reducing waste generally, and focusing on efforts to reduce the use of paper and water. With respect to social matters, our focus continues to be on supporting a culture that is inclusive and attractive for all of our employees and independent sales agents. We are committed to maintaining a diverse workforce that reflects the communities in which we work. In addition, to enable the Company to appropriately respond to ESG-related challenges and opportunities, the Company has in place an ESG Committee, and the Board and its committees regularly engage with senior management on relevant ESG-related issues.

Human Capital Management

Globe Life's talent base encompasses a broad range of experience that possesses the depth of critical skills to efficiently and effectively accomplish our business purpose and mission, serve our policyholders, and protect our shareholders' interests. Maintaining superior human capital is a key driver to the success and longevity that our Company has experienced since its origins dating back to the early 1900s. As of December 31, 2023, the Company had 3,636 full time, part-time, and temporary employees, a 3% increase over the prior year. The increase in headcount in 2023 was primarily to support the increased growth in recent periods, as well as lower attrition levels than normal. The Company engages over 15,400 independently-contracted insurance agents. Refer to Management's Discussion & Analysis for exclusive agent counts.

People, Culture, and Community

At Globe Life, we are united by our mission to—Make Tomorrow Better1 and this starts with our employees and agents. Beyond providing insurance protection for millions of individuals, serving our policyholders and generating financial results for our shareholders, we focus on cultivating a healthy, positive culture and a thriving community within and among our campuses that is inclusive of and attractive for all. Globe Life promotes a diverse work force, where differences are celebrated and inclusiveness is embraced, to better enable our employees to consistently achieve outstanding individual and collective results. Our commitment to diversity starts at the top; of the 10 independent Board members, 60% are women and 30% are racial/ethnic minorities as of December 31, 2023.
1Per the Globe Life Employee Handbook, the Globe Life mission statement is "We help families Make Tomorrow Better by working to protect their financial future."
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As of December 31, 2023 and 2022, the Globe Life employees, (excluding independently-contracted agents) identify as follows:
2023
Ethnicity/Race Gender Generations
White 52  % Female 68  % Baby Boomers (1946-1964) 16  %
Black or African American 24  Male 32  Gen X (1965-1977) 29 
Hispanic or Latino 13  Millennials (1978-1995) 45 
Asian 9  Gen Z (1996-2012) 10 
American Indian or Alaskan Native 1 
Native Hawaiian or Pacific Islander — 
Other or Not Specified 1 
Total 100  % 100  % 100  %
2022
Ethnicity/Race Gender Generations
White 54  % Female 68  % Baby Boomers (1946-1964) 18  %
Black or African American 22  Male 32  Gen X (1965-1977) 30 
Hispanic or Latino 13  Millennials (1978-1995) 43 
Asian 9  Gen Z (1996-2012) 9 
American Indian or Alaskan Native 1 
Native Hawaiian or Pacific Islander — 
Other or Not Specified 1 
Total 100  % 100  % 100  %

We conduct a confidential survey biennially to give our employees the opportunity to provide candid feedback about their experiences at the Company, including but not limited to, confidence in the Company and leadership, competitiveness of our compensation and benefit package, and departmental relationships. The results are shared with our employees, reviewed by senior leadership, and used to identify areas for improvement and create action plans based on the employee feedback received.

We strive to Make Tomorrow Better, in part by giving financial and service contributions to programs that provide hands-on assistance in the communities where we live, work, serve, and visit. We focus our charitable giving on organizations that support children, families, veterans, and seniors, as well as those that work to ensure people are able to live full, healthy lives. These categories align with our mission to help families Make Tomorrow Better by working to protect their financial future. In 2023, we provided financial support of approximately $4.3 million to organizations within that focus, including charities that support underserved communities, provide scholarships to youth, and advance equity and diversity efforts.

Talent Development

At Globe Life, we believe investing in our employees through training and development is paramount to their success. We have developed a learning ecosystem that includes a multitude of professional development opportunities, including online, self-directed, and instructor-led courses on a variety of topics. An education assistance program is also offered to facilitate growth in an area related to one's current position with the Company.

Health, Safety, and Wellness

We strive to provide a safe and healthy work environment for every employee. We furnish employees with numerous tools and trainings throughout the year to help ensure they have, at their fingertips, the best information to safely engage with co-workers, customers, and third parties. In furtherance of our commitment to our employees, we offer a comprehensive employee benefits package that includes competitive monetary benefits, retirement benefits through a Section 401(k) plan and a qualified pension to eligible employees, fitness center reimbursement, paid-time-off (based on years of service), health insurance, dental and vision insurance, employee resource program, health savings and flexible spending accounts, family leave, and tuition assistance.
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The Company remains committed to the well-being and safety of its employees, agents, customers, guests, vendors and shareholders in our resolve to maintain a stable and secure business environment.


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Item 1A. Risk Factors
 
Risks Related to Our Business
 
The following is a summary of the material risks and uncertainties that could adversely affect our business, financial condition and results of operations.

Business and Operational Risks

The development and maintenance of our various distribution channels are critical to growth in product sales and profits.

Our future success depends, in substantial part, on our ability to recruit, hire, and motivate highly-skilled insurance personnel. Further, the development and retention of producing agents are critical to supporting sales growth in our agency operations because our insurance sales are primarily made to individuals.

A failure to effectively develop new methods of reaching consumers, realize cost efficiencies or generate an attractive value proposition in our Direct to Consumer Division business could result in reduced sales and profits. In addition, if we do not provide an attractive career opportunity with competitive compensation as well as motivation for producing agents to increase sales of our products, our growth could be impeded. Doing so may be difficult due to many factors, including but not limited to, fluctuations in economic and industry conditions and the effectiveness of our compensation programs and competition among other companies.

Our life insurance products are sold in niche markets. We are at risk should any of these markets diminish.

We have several life distribution channels that focus on distinct market niches, three of which are labor unions, affinity groups, and sales via Direct to Consumer solicitations. Deterioration of our relationships with either organized labor union groups or affinity groups, or adverse changes in the public’s receptivity to Direct to Consumer marketing initiatives could negatively affect our life insurance business.

Actual or alleged misclassification of independent contractors at our insurance subsidiaries could result in adverse legal, tax or financial consequences.

A significant portion of our sales agents are independent contractors. Although we believe we have properly classified such individuals, a risk nevertheless exists that a court, the Internal Revenue Service or other authority will take the position that our sales agents are employees. From time-to-time, we are subject to civil litigation, including class and collective action litigation, alleging that we have improperly classified certain of our sales agents as independent contractors. A future adverse judgment in connection with such litigation could result in substantial damages. Future changes in rules, regulations or interpretations of existing rules and regulations could require us to reclassify all or a portion of our agents as employees and the impact could significantly increase our operating costs and negatively impact our insurance business.

The use of third-party vendors to support the Company's operations makes the Company susceptible to the operational risk of those third parties, which could lower revenues, increase costs, reduce profits, disrupt business, or damage the Company’s reputation.

The Company utilizes third-party vendors to provide certain business support services and functions, which exposes the Company to risks outside the control of the Company that may lead to business disruptions. The reliance on these third-party vendors creates a number of business risks, such as the risk that the Company may not maintain service quality, control or effective management of the outsourced business operations and that the Company cannot control the information systems, facilities or networks of such third-party vendors. Additionally, the Company is at risk of being unable to meet legal, regulatory, financial or customer obligations if the information systems, facilities or networks of a third-party vendor are disrupted, damaged or fail, whether due to physical disruptions, such as fire, natural disaster, pandemic or power outage, or due to cybersecurity incidents, ransomware or other impacts to vendors, including labor strikes, political unrest and terrorist attacks. The Company may be adversely affected by a third-party vendor who operates in a poorly controlled manner or fails to deliver contracted services, which could lower revenues, increase costs, reduce profits, disrupt business, or damage the Company’s reputation.

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Financial and Strategic Risks

Our investments are subject to market and credit risks. Significant downgrades, delinquencies and defaults in our investment portfolio could potentially result in lower net investment income and increased realized and unrealized investment losses.

Our invested assets are subject to the customary risks of defaults, downgrades, and changes in market values. Our investment portfolio consists predominately of fixed income investments, where we are exposed to the risk that individual issuers will not have the ability to make required interest or principal payments. A concentration of these investments in any particular issuer, industry, group of related industries or geographic areas could increase this risk. Factors that may affect both market and credit risks include interest rate levels (consisting of both treasury rate and credit spread), financial market performance, disruptions in credit markets, general economic conditions, legislative changes, particular circumstances affecting the businesses or industries of each issuer and other factors beyond our control.

Additionally, as the majority of our investments are long-term fixed maturities that we typically hold until maturity, a significant increase in interest rates and/or credit spreads could cause a material temporary decline in the fair value of our fixed investment portfolio, even with regard to performing assets. These declines could cause a material increase in unrealized losses in our investment portfolio. Significant unrealized losses could substantially reduce our capital position and shareholders’ equity. It is possible our investment in certain of these securities with unrealized losses could experience a credit event where an allowance for credit loss is recorded, reducing net income.
 
We cannot be assured that any particular issuer, regardless of industry, will be able to make required interest and principal payments on a timely basis or at all. Significant downgrades or defaults of issuers could negatively impact our risk-based capital ratios, leading to potential downgrades of the Company by rating agencies, potential reduction in future dividend capacity from our insurance subsidiaries, and/or higher financing costs at Globe Life Inc. (Parent Company) should additional statutory capital be required.
 
Changes in interest rates could negatively affect income.

Declines in interest rates expose insurance companies to the risk that they will fail to earn the level of interest on investments assumed in pricing products and in setting discount rates used to calculate policy liabilities, which could have a negative impact on income. Significant decreases in interest rates could result in calls by issuers of investments, where such features are available to issuers. Any such calls could result in a decline in our investment income, as reinvestment of the proceeds would likely be at lower interest rates.

An increase in interest rates could result in certain policyholders surrendering their life or annuity policies for cash, thereby potentially requiring our insurance subsidiaries to liquidate invested assets if other sources of liquidity are not available to meet their obligations. In such a case, realized losses could result from the sale of the invested assets and could adversely affect our statutory income, required capital levels, and results of operations.

Our ability to fund operations is substantially dependent on available funds from our insurance subsidiaries.

As a holding company with no direct operations, our principal asset is the capital stock of our insurance subsidiaries, which periodically declare and distribute dividends on their capital stock. Moreover, our liquidity, including our ability to pay our operating expenses and to make principal and interest payments on debt securities or other indebtedness owed by us, as well as our ability to pay dividends on our common stock or any preferred stock, depends significantly upon the surplus and earnings of our insurance subsidiaries and the ability of these subsidiaries to pay dividends or to advance or repay funds to us.

The principal sources of our insurance subsidiaries’ liquidity are insurance premiums, as well as investment income, maturities, repayments and other cash flow from our investment portfolio. Our insurance subsidiaries are subject to various state statutory and regulatory restrictions applicable to insurance companies that limit the amount of cash dividends, loans, and advances that those subsidiaries may pay to us, including laws establishing minimum solvency and liquidity thresholds. For example, in the states where our companies are domiciled, an insurance company generally may pay dividends only out of its unassigned surplus as reflected in its statutory financial statements filed in that state. Additionally, dividends paid by insurance subsidiaries are restricted based on regulations by their states of domicile.
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Accordingly, impairments in assets or disruptions in our insurance subsidiaries’ operations that reduce their capital or cash flow could limit or disallow the payment of dividends, a principal source of our cash flow, to us.

Other sources of liquidity include a variety of short-term and long-term instruments, including our credit facility, commercial paper, long-term debt, Federal Home Loan Bank (FHLB), intercompany financing and reinsurance.
 
Changes in laws or regulations in the states in which our companies are domiciled could constrain the ability of our insurance subsidiaries to pay dividends or to advance or repay funds to us in sufficient amounts and at times necessary to pay our debt obligations, corporate expenses, or dividends on our capital stock.

We are subject to liquidity risks associated with sourcing a concentration of our funding from the Federal Home Loan Bank (“FHLB”).

We use institutional funding agreements originating from FHLB, which from time to time serve as a significant source of our liquidity. Additionally, we use agreements with the FHLB to meet near-term liquidity needs. If the FHLB were to change its definition of eligible collateral, we could be required to post additional amounts of collateral in the form of cash or other assets. Additionally, if our creditworthiness falls below the FHLB’s requirements or if legislative or other political actions cause changes to the FHLB’s mandate or to the eligibility of life insurance companies to be members of the FHLB system, we could be required to find other sources to replace this funding, which may prove difficult and increase our liquidity risk.

Adverse capital and credit market conditions may significantly affect our ability to meet liquidity needs or access capital, as well as affect our cost of capital.

Should interest rates increase in the future, the higher interest expense on any newly issued debt may reduce net income. In addition, if the credit and capital markets were to experience significant disruption, uncertainty and instability, these conditions could adversely affect our access to capital. Such market conditions could limit our ability to replace maturing debt obligations in a timely manner, or at all, and/or access the capital necessary to grow our business and maintain required capital levels and credit ratings.

In the event that current sources of liquidity do not satisfy our needs, we may have to seek additional financing or raise capital. The availability and cost of additional financing or capital depend on a variety of factors such as market conditions, the general availability of credit or capital, the volume of trading activities, the overall availability of credit to the insurance industry and our credit ratings and credit capacity. Additionally, customers, lenders or investors could develop a negative perception of our financial prospects if we were to incur large investment losses or if the level of our business activity decreased due to a market downturn. Our access to funds may also be impaired if regulatory authorities or rating agencies take negative actions against us. If our internal sources of liquidity prove to be insufficient, we may not be able to successfully obtain additional financing on favorable terms or at all. As such, we may be forced to delay raising capital, issue shorter term securities than we would prefer or bear an unattractive cost of capital which could decrease our profitability and significantly reduce our financial flexibility. If so, our results of operations, financial condition, consolidated RBC, and cash flows could be materially negatively affected.
 
Industry Risks

Variations in actual-to-expected rates of mortality, morbidity and policyholder behavior could materially negatively affect our results of operations and financial condition.

We establish policy reserves to pay future policyholder benefits. These reserves do not represent an exact calculation of liability, but rather are actuarial estimates based on models and accounting requirements that include many assumptions and projections which are inherently uncertain. The reserve assumptions involve the exercise of significant judgment with respect to levels or trends of mortality, morbidity, lapses, and discount rates. Changes in assumptions could materially impact our financial condition and results of operations. Further, actual results may differ significantly from the levels assumed, which could result in increased policy obligations and expenses and thus negatively affect our profit margins and income.


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A ratings downgrade or other negative action by a rating agency could materially affect our business, financial condition, and results of operations.

Various rating agencies review the financial performance and condition of insurers, including our insurance subsidiaries, and publish their financial strength ratings as indicators of an insurer’s ability to fulfill its contractual obligations. These ratings are important to maintaining public confidence in our insurance products. A downgrade or other negative action by a rating agency with respect to the financial strength ratings of our insurance subsidiaries could negatively affect us by limiting or restricting the ability of our insurance subsidiaries to pay dividends to us and reducing our sales by adversely affecting our ability to sell insurance products through independent insurance agencies.

Obtaining timely and appropriate premium rate increases for certain supplemental health insurance policies is critical.

A significant percentage of the supplemental health insurance premiums that our insurance subsidiaries earn is from Medicare Supplement insurance. Medicare Supplement insurance, including conditions under which the premiums for such policies may be increased, is highly regulated at both the state and federal level. As a result, Medicare Supplement business is characterized by lower profit margins than life insurance and requires strict administrative discipline and economies of scale for success. Since Medicare Supplement policies are coordinated with the federal Medicare program, which commonly experiences health care inflation every year, annual premium rate increases for the Medicare Supplement policies are typically necessary. Accordingly, the inability to obtain approval of appropriate premium rate increases for supplemental health insurance plans in a timely manner from state insurance regulatory authorities could adversely impact their profitability and thus our business, financial condition, and results of operations.

Our business is subject to the risk of the occurrence of catastrophic events that could adversely affect our financial condition or operations.

Our insurance policies are issued to and held by a large number of policyholders throughout the United States in relatively low-face amounts. Accordingly, it is unlikely that a large portion of our policyholder base would be affected by a single natural disaster. However, our insurance operations could be exposed to the risk of catastrophic mortality or morbidity caused by events such as a pandemic or other public health issues, hurricane, earthquake, or man-made catastrophes, including acts of terrorism or war, which may produce significant claims in larger areas, especially those that are heavily populated. Claims resulting from natural or man-made catastrophic events could cause substantial volatility in our financial results for any fiscal quarter or year and could materially reduce our profitability or harm our financial condition. In addition, government, business and consumer reactions to public health events could result in material negative impacts to our business and operations.

Our life and health insurance products are particularly exposed to risks of catastrophic mortality, such as a pandemic or other events that result in a large number of deaths. In addition, the occurrence of such an event in a concentrated geographic area could have a severe disruptive effect on our workforce and business operations. The likelihood and severity of such events cannot be predicted and are difficult to estimate. In such an event, the impact to our operations could have a material adverse impact on our ability to conduct business and on our results of operations and financial condition, particularly if those problems affect our producing agents or our employees performing operational tasks and supporting computer-based data processing, or impair or destroy our capability to transmit, store, and retrieve valuable data. In addition, in the event that a significant number of our management were unavailable following a disaster, the achievement of our strategic objectives could be negatively impacted.

We are exposed to model risk, which is the risk of financial loss or reputational damage or adverse regulatory impacts caused by model errors or limitations, incorrect implementation of models, or misuse of or overreliance upon models.

Models are utilized by our businesses and corporate areas primarily to project future cash flows associated with pricing products, calculating reserves and valuing assets, as well as in evaluating risk and determining capital requirements, among other uses. These models may not operate properly and may rely on assumptions and projections that are inherently uncertain. As our businesses continue to grow and evolve, the number and complexity of models we utilize expands, increasing our exposure to error in the design, implementation or use of models, including the associated input data and assumptions.
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Our business is subject to the risk of direct or indirect effects of climate change.

Climate change may increase the frequency and severity of weather-related events and natural disasters, which may adversely impact our mortality and morbidity rates and disrupt our business operations. In addition, climate change and climate change regulation may affect the prospects of companies and other entities whose securities we hold, or our willingness to continue to hold their securities. Climate change may also influence investor sentiment with respect to the Company and investments in our portfolio.

Legal, Regulatory, and Compliance Risks

Our businesses are heavily regulated and changes in regulation may reduce our profitability and growth.

Insurance companies, including our insurance subsidiaries, are subject to extensive supervision and regulation in the states in which they conduct business. The primary purpose of this supervision and regulation is the protection of policyholders, not investors. Regulatory agencies have broad administrative power over numerous aspects of our business, including premium rates for our life, Medicare Supplement and other supplement health products, as well as other terms and conditions included in the insurance policies offered by our insurance subsidiaries, marketing practices, advertising, agent licensing, policy forms, capital adequacy, solvency, reserves and permitted investments. Also, regulatory authorities have relatively broad discretion to grant, renew or revoke licenses or approvals. The insurance laws, regulations and policies currently affecting our companies may change at any time, possibly having an adverse effect on our business. Should regulatory changes occur, we may be unable to maintain all required licenses and approvals, or fully comply with the wide variety of applicable laws and regulations or the relevant authority’s interpretation of such laws and regulations. If we do not have the requisite licenses and approvals or do not comply with applicable regulatory requirements, the insurance regulatory authorities could preclude or temporarily suspend some or all of our business activities and/or impose substantial fines.
 
Changes in accounting standards issued by accounting standard-setting bodies may affect our financial statements, reduce our reported profitability and change the timing of profit recognition.

Our financial statements are subject to the application of GAAP and accounting practices as promulgated by the National Association of Insurance Commissioners’ statutory accounting practices (NAIC SAP), which principles are periodically revised and/or expanded. Accordingly, from time to time we are required to adopt new or revised accounting standards or guidance issued by recognized authoritative bodies. Future accounting standards that we are required to adopt could change the current accounting treatment that we apply to our consolidated financial statements. These changes, including underlying assumptions, projections, estimates or judgments/interpretations by management, could have a material adverse effect on our business, financial condition, and results of operations. (Refer to Note 1—Significant Accounting Policies under the caption Accounting Pronouncements Yet to be Adopted)

Non-compliance with laws or regulations related to customer and consumer privacy and information security, including a failure to ensure that our business associates with access to sensitive customer and consumer information maintain its confidentiality, could materially adversely affect our reputation and business operations.

The collection, maintenance, use, disclosure, and disposal of personally identifiable information by our insurance subsidiaries are regulated at the international, federal, and state levels. Applicable laws and rules are subject to change by legislation or administrative or judicial interpretation. We are subject to the privacy and security provisions of federal laws including, but not limited to, the Gramm-Leach-Biley Act of 1999 (GLBA), the Health Information Technology for Economic and Clinical Health Act (HITECH), and the Health Insurance Portability and Accountability Act of 1996 (HIPAA). HIPAA additionally requires that we impose privacy and security requirements on our business associates. Various state laws also address the use and disclosure of personally identifiable information, to the extent they are more restrictive than these and other federal laws. Further, approximately half of the states have adopted a form of the National Association of Insurance Commissioners’ data security model law, which imposes security requirements. Noncompliance with these laws, whether by us or by one of our business associates, could have a material adverse effect on our business, reputation, and results of operations and could result in material fines and penalties, various forms of damages, consent orders regarding our privacy and security practices, adverse actions against our licenses to do business, and injunctive relief.

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General Risk Factors

The failure to maintain effective and efficient information systems at the Company could adversely affect our financial condition and results of operations.

Our business is highly dependent upon the internet, third-party service providers, and information systems to operate in an efficient and resilient manner. We gather and maintain data for the purpose of conducting marketing, actuarial analysis, sales, and policy administration functions.

Malicious third parties, employee or agent errors or disasters affecting our information systems could impair our business operations, regulatory compliance, and financial condition. Employee or agent malfeasance or errors in the handling of our information systems may result in unauthorized access to customer or proprietary information, or an inability to use our information systems to efficiently support business operations.

As a result of more frequent and sophisticated cyberattacks and the highly regulated nature of the insurance industry, we must continually implement new, and maintain existing, technology or adapt existing technology to protect against security and privacy incidents and to meet compliance requirements of new and proposed regulations. Our ability to modernize and maintain our information technology systems and infrastructure requires us to commit significant resources and effective planning and execution.

Any incident affecting confidential information systems resulting from the above factors could damage our reputation in the marketplace, deter potential customers from purchasing our products, result in the loss of existing customers, subject us to significant civil and criminal liability, constrain cash flows, or require us to incur significant technical, legal, or other expenses. In addition, should we be unable to implement or maintain our technology effectively, efficiently, or in a timely manner, it could result in poor customer experience, poor agent experience, additional expenses, reputational harm, legal and regulatory actions, and other adverse consequences. This could also result in the inability to effectively support business operations.

Changes in U.S. federal income tax law could increase our tax costs or negatively impact our insurance subsidiaries' capital.

Changes to the Internal Revenue Code, administrative rulings, or court decisions affecting the insurance industry, including the products insurers offer, could increase our effective tax rate and lower our net income, adversely impact our insurance subsidiaries' capital, or limit the ability of our insurance subsidiaries to sell certain of their products.

Damage to the brand and reputation of Globe Life or its subsidiaries could affect our ability to conduct business.

Negative publicity through traditional media, internet, social media and other public forums could damage our brand or reputation and adversely impact our agent recruiting efforts, the ability to market our products and the persistency of in-force policies.
We may fail to meet expectations relating to corporate responsibility and sustainability standards and practices.

Certain existing or potential investors, customers and regulators evaluate our business or other practices according to a variety of corporate responsibility and sustainability standards and expectations. Certain of our regulators have proposed or adopted, or may propose or adopt, certain corporate responsibility and sustainability rules or standards that would apply to our business. Our practices may be judged by these standards that are continually evolving and not always clear. Our decisions or priorities are made with the considerations of all stakeholders. Prevailing corporate responsibility and sustainability standards and expectations may also reflect contrasting or conflicting values or agendas. We may fail to meet our commitments or targets, and our policies and processes to evaluate and manage these standards in coordination with other business priorities may not prove completely effective or satisfy investors, customers, regulators, or others. Additionally, we could fail to report accurately or achieve progress on our metrics on a timely basis, or at all, which in-turn could adversely affect our reputation, business, financial performance and growth. We may face adverse regulatory, investor, customer, media, or public scrutiny leading to business, reputational, or legal challenges.
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Item 1B. Unresolved Staff Comments
 
As of December 31, 2023, Globe Life had no unresolved SEC staff comments.

Item 1C. Cybersecurity

Risk Management and Strategy

We have implemented a comprehensive Enterprise Risk Management (“ERM”) process to identify, assess and manage risks related to our overall organization, including material risks from cybersecurity threats. Our ERM process takes a holistic view of our specific risks and our strategy to anticipate and manage possible risks. Our Executive Vice President, General Counsel and Chief Risk Officer (“CRO”) oversees our ERM program and execution of our risk strategy, including as it relates to cyber risk. The Chief Information Security Officer ("CISO"), who reports to the CRO, leads our cyber risk management and strategy and the Information Security Department.

Our cyber risk management and information security strategy includes elements to identify threats, assess risks, implement protective controls, detect attempts from threat actors to compromise the confidentiality, integrity, and availability of information and information systems, respond to those events and ultimately recover from incidents. We use a threat-based approach to identify and assess cyber risks. This approach includes membership in threat intelligence organizations such as the FS-ISAC (Financial Services Information Sharing and Analysis Center) to identify standard and emerging cyber-threats to financial services organizations and specifically to insurance companies. We also monitor for threats through vendor alerts, manufacturer bulletins, and government advisories.

Identified threats are analyzed using a recognized risk assessment model to consistently assess the likelihood and impact of these threats. We then map these threats to a well-established industry model called MITRE ATT&CK to identify areas of vulnerability. This analysis produces a likelihood score that is used in conjunction with an impact analysis to calculate the preliminary level of risk. The impact analysis includes factors such as disruption to business operations, employee and customer data, legal issues, reputational harm, and regulatory compliance. Based on the preliminary level of risk, we also analyze compensating controls and other factors to arrive at a residual risk level. If appropriate, additional mitigations may be planned based on this risk level.

We manage identified cyber risks by designing and implementing information security policies and controls addressing a wide range of current cyber threats. These policies and associated standards are designed to comply with current applicable legal and regulatory requirements and align with recognized frameworks for cybersecurity risk management. We review and update these policies and controls regularly in order to confirm ongoing alignment with the constantly changing threat landscape and evolving compliance requirements.

We assess the effectiveness of our policies and controls internally as well as through the engagement of third parties to conduct regular reviews, penetration tests, and vulnerability scans of information systems and applications. Results from these assessments help inform updates to risk assessments, changes to security controls and processes, and updates to policies and standards as appropriate. We employ a variety of measures to detect, prevent, and reduce the frequency and severity of cybersecurity incidents, which may include, but are not limited to, the use of encryption, intrusion prevention, endpoint security, password protection, multi-factor authentication, internal phishing testing and security awareness training, and vulnerability scanning and penetration testing.

In addition, we have implemented a third-party risk management program to assess our vendors’ ability to adequately protect information, which includes requiring agreements with our vendors that address cybersecurity. We periodically review and assess certain third parties’ adherence to these agreements and review for information security (including cybersecurity) incidents experienced by our third-party vendors.

Due to the type and volume of information that we collect and store to provide insurance coverage to prospective and current policyholders, we are an attractive target for cyber threat actors seeking financial gain. Our failure to maintain the safety of our policyholder’s information could have a material adverse effect on our reputation, financial condition and results of operations. To date, we have not experienced a cybersecurity incident that resulted in a material adverse effect on our business strategy, results of operations, or financial condition; however, there can be no guarantee that we will not experience such an incident in the future. Although we maintain cybersecurity insurance, the costs and expenses related to cybersecurity incidents may not be fully insured.
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We describe whether and how risks from identified cybersecurity threats, including as a result of previous cybersecurity incidents, have materially affected or are reasonably likely to materially affect us, including our business strategy, results of operations, or financial condition under Item 1A. Risk Factors, General Risk Factors, "The failure to maintain effective and efficient information systems at the Company could adversely affect our financial condition and results of operations."

Governance

Our Board of Directors considers information security to be an enterprise-wide risk management issue and oversees material cybersecurity risks through the Audit Committee. The Audit Committee is designated with the responsibility to monitor and periodically report to the full Board regarding management’s risk management and information security processes. The ERM Committee and the Operational Risk Committee (“ORC”) are the senior management-level entities designated with the responsibility to oversee the execution of our risk strategy, including as it relates to cyber risk. These Committees are composed of an enterprise-wide representative group of the Company’s Executive and Senior Vice Presidents, as well as other essential directors and personnel. The ERM Committee is chaired by our CRO, and the ORC is chaired by our Chief Security Officer (“CSO”). The Chief Information Officer (“CIO”) and CISO serve on both Committees. Our CRO has over a decade of experience managing risks at the Company, including risks from cybersecurity threats. Our current CIO has over 15 years of experience managing risks, including risks from cybersecurity threats. Our current CSO has a Certified Information Systems Security Professional certification, a Certified Information Systems Auditor certification, a Certified in Risk and Information Systems Control certification, and over 20 years of experience in cybersecurity. The CISO serves on both Committees and leads cyber governance and strategy, as well as cyber risk and incident management. The current CISO holds a master's degree in cybersecurity, has a Certified Information Systems Security Professional certification, and has over a decade of experience in cybersecurity.

The CISO assesses cyber risk and provides recommendations for management decision(s) by the ORC on a routine basis. The CISO briefs the Audit Committee on a quarterly basis. These updates include compliance with applicable regulations as well as current or planned changes to the regulations, an overview of the current cyber threats, risk management activities, and discussions of cyber incident investigations that warrant the attention of the Board. The CISO also provides an annual update to the entire Board of Directors on changes in cybersecurity, top threats facing the Company, key risks and mitigation efforts, and any potential material cybersecurity incidents. The Chair of the Audit Committee also provides a quarterly report to the Board on any information security topics presented to the Audit Committee by management.

Incident Management

The Company maintains and tests a cybersecurity incident response plan that outlines steps for the containment, investigation of, response to and recovery from cyber events. The plan also includes information pertaining to roles and responsibilities, escalation, third party support, documentation, reporting, and law enforcement engagement. Escalation is designed to raise awareness of events that may require disclosure to help ensure assessments are performed without unreasonable delay. In alignment with our plan, we maintain playbooks that outline processes for responding to certain incidents commonly observed in the insurance industry. In addition, we have implemented a formal crisis management process, which outlines an incident response communication plan with executive leadership as well as criteria for communication with the chair of the Audit Committee and the Lead Director of the Board.


Item 2. Properties
 
Globe Life Inc., through its subsidiaries, owns or leases buildings that are used in the normal course of business. Globe Life Inc. owns and occupies approximately 480,000 combined square feet in McKinney, Texas (headquarters) and at the Waco, Texas and Oklahoma City, Oklahoma campuses. Additionally, the Company leases other buildings across the U.S.

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Item 3. Legal Proceedings

Discussion regarding litigation and unclaimed property audits is provided in Note 5—Commitments and Contingencies.

Item 4. Mine Safety Disclosures
 
Not Applicable.
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Part II


Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters

The principal market in which Globe Life's common stock is traded is the New York Stock Exchange (NYSE: GL). There were 1,924 shareholders of record on December 31, 2023, excluding shareholder accounts held in nominee form.

The line graph shown below compares Globe Life's cumulative total return on its common stock with the cumulative total returns of the Standard & Poor’s 500 Stock Index (S&P 500) and a Life Insurance Index. Globe Life's stock is included within the S&P 500 Index.

4
*$100 invested on 12/31/2018 in stock or index, including reinvestment of dividends. Fiscal year ended December 31.
Copyright© 2023 Standard & Poor's, a division of S&P Global. All rights reserved.



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Purchases of Certain Equity Securities by the Issuer and affiliated purchasers for the Fourth Quarter 2023
(a) (b) (c) (d)
Period  Total Number
of Shares
Purchased		 Average
Price Paid
Per Share		 Total Number of
Shares Purchased
as Part of
Publicly Announced
Plans or Programs		  Maximum Number of
Shares (or Approximate Dollar
Amount) that May Yet Be
Purchased Under the
Plans or Programs
October 1-31, 2023 235,678  $ 109.75  235,678  —
November 1-30, 2023 437,158  118.25  437,158  —
December 1-31, 2023 541,892  122.96  541,892  —
 



Item 6. [Reserved]

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CAUTIONARY STATEMENTS
 
We caution readers regarding certain forward-looking statements contained in the foregoing discussion and elsewhere in this document, and in any other statements made by, or on behalf of Globe Life whether or not in future filings with the Securities and Exchange Commission. Any statement that is not a historical fact, or that might otherwise be considered an opinion or projection concerning the Company or its business, whether express or implied, is meant as and should be considered a forward-looking statement. Such statements represent management's opinions concerning future operations, strategies, financial results or other developments. We specifically disclaim any obligation to update or revise any forward-looking statement because of new information, future developments, or otherwise.
 
Forward-looking statements are based upon estimates and assumptions that are subject to significant business, economic and competitive uncertainties, many of which are beyond our control, including uncertainties related to the impact of the recent pandemic and associated direct and indirect effects on our business operations, financial results, and financial condition. If these estimates or assumptions prove to be incorrect, the actual results of Globe Life may differ materially from the forward-looking statements made on the basis of such estimates or assumptions. Whether or not actual results differ materially from forward-looking statements may depend on numerous foreseeable and unforeseeable events or developments, which may be national in scope, related to the insurance industry generally, or applicable to the Company specifically. Such events or developments could include, but are not necessarily limited to:
1.Economic and other conditions, including the impact of inflation, geopolitical events, and the recent pandemic on the U.S. economy, leading to unexpected changes in lapse rates and/or sales of our policies, as well as levels of mortality, morbidity, and utilization of health care services that differ from Globe Life's assumptions;
2.Regulatory developments, including changes in accounting standards or governmental regulations (particularly those impacting taxes and changes to the Federal Medicare program that would affect Medicare Supplement);
3.Market trends in the senior-aged health care industry that provide alternatives to traditional Medicare (such as Health Maintenance Organizations and other managed care or private plans) and that could affect the sales of traditional Medicare Supplement insurance;
4.Interest rate changes that affect product sales, financing costs, and/or investment portfolio yield;
5.General economic, industry sector or individual debt issuers’ financial conditions (including developments and volatility arising from geopolitical events, particularly in certain industries that may comprise part of our investment portfolio) that may affect the current market value of securities we own, or that may impair an issuer’s ability to make principal and/or interest payments due on those securities;
6.Changes in the competitiveness of the Company's products and pricing;
7.Litigation results;
8.Levels of administrative and operational efficiencies that differ from our assumptions (including any reduction in efficiencies resulting from increased costs arising from the impact of higher than anticipated inflation);
9.The ability to obtain timely and appropriate premium rate increases for health insurance policies from our regulators;
10.The customer response to new products and marketing initiatives;
11.Reported amounts in the consolidated financial statements which are based on management estimates and judgments which may differ from the actual amounts ultimately realized;
12.Compromise by a malicious actor or other event that causes a loss of data from, or inaccessibility to, our computer and other information technology systems;
13.The severity, magnitude, and impact of natural or man-made catastrophic events, including but not limited to pandemics, tornadoes, hurricanes, earthquakes, war and terrorism, on our operations and personnel, commercial activity, level of claims, and demand for our products; and
14.Our ability to access the commercial paper and debt markets, particularly if such markets become unpredictable or unstable for a certain period.

Readers are also directed to consider other risks and uncertainties described in other documents on file with the Securities and Exchange Commission.
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GLOBE LIFE INC.
Management's Discussion & Analysis

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
 
The following discussion should be read in conjunction with Globe Life's Consolidated Financial Statements and Notes thereto appearing elsewhere in this report. The results included herein reflect the adoption of ASU 2018-12, Financial Services - Insurance (Topic 944): Targeted Improvements to the Accounting for Long-Duration Contracts. Globe Life Inc. implemented the standard on January 1, 2023 using the modified retrospective transition method at adoption. As a result of this election, the prior year figures have been retrospectively adjusted as of January 1, 2021 with significant impacts to shareholders' equity, net income, underwriting margins, and net operating income. While the impacts of the new accounting guidance are significant, we do not consider it a fundamental change to the overall business.

Unless impacted by the adoption noted above, the following management discussion will only include comparison to prior year. For discussion regarding activity from 2021 for the items not impacted by the new standard, please refer to the prior filed Form 10-Ks at www.sec.gov.

Additional information on the effects of the adoption has been included in Note 1—Significant Accounting Policies.

"Globe Life" and the "Company" refer to Globe Life Inc. and its subsidiaries and affiliates.

Results of Operations

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How Globe Life Views Its Operations. Globe Life Inc. is the holding company for a group of insurance companies that market primarily individual life and supplemental health insurance to lower middle to middle-income households throughout the United States. We view our operations by segments, which are the insurance product lines of life, supplemental health, and annuities, and the investment segment that supports the product lines. Segments are aligned based on their common characteristics, comparability of the profit margins, and management techniques used to operate each segment.
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Insurance Product Line Segments. The insurance product line segments involve the marketing, underwriting, and administration of policies. Each product line is further segmented by the various distribution channels that market the insurance policies. Each distribution channel operates in a niche market offering insurance products designed for that particular market. Whether analyzing profitability of a segment as a whole, or the individual distribution channels within the segment, the measure of profitability used by management is the underwriting margin, as seen below:
 Premium revenue
                                                           (Policy obligations)
                                                           (Policy acquisition costs and commissions)
                                                            Underwriting margin
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Investment Segment. The investment segment involves the management of our capital resources, including investments and the management of liquidity. Our measure of profitability for the investment segment is excess investment income, as seen below:
 Net investment income
(Required interest on policy liabilities)
                                                           Excess investment income

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GLOBE LIFE INC.
Management's Discussion & Analysis
Current Highlights.
•Net income as a return on equity (ROE) for the year ended December 31, 2023 was 23.2% and net operating income as an ROE, excluding accumulated other comprehensive income(1) was 14.7%.
•Total premium increased 3% over the same period in the prior year. Life premium increased 4% for the period from $3.03 billion in 2022 to $3.14 billion in 2023.
•Net investment income increased 7% over the same period in the prior year.
•Total net sales increased 6% over the same period in the prior year from $722 million in 2022 to $768 million in 2023. The average producing agent count across all of the exclusive agencies increased 13% over the prior year.
•Book value per share increased 18% over the same period in the prior year from $40.05 to $47.10. Book value per share, excluding accumulated other comprehensive income(1), increased 11% over the prior year from $68.35 in 2022 to $76.21 in 2023.
•For the year ended December 31, 2023, the Company repurchased 3.4 million shares of Globe Life Inc. common stock at a total cost of $380 million for an average share price of $112.84.
The following graphs represent net income and net operating income for the three years ended December 31, 2023.
999 1001
(1)As shown in the charts above, net operating income is the consolidated total of segment profits after tax and as such is considered a non-GAAP measure. It has been used consistently by Globe Life's management for many years to evaluate the operating performance of the Company. It differs from net income primarily because it excludes certain non-operating items such as realized gains and losses and certain significant and unusual items included in net income. Net income is the most directly comparable GAAP measure.
Net operating income as an ROE, excluding accumulated other comprehensive income (AOCI), is considered a non-GAAP measure. Management utilizes this measure to view the business without the effect of changes in AOCI, which are primarily attributable to fluctuation in interest rates. The impact of the adjustment to exclude AOCI is $(2.77) billion and $(2.79) billion for the year ended December 31, 2023 and 2022, respectively.
Book value per share, excluding AOCI, is also considered a non-GAAP measure. Management utilizes this measure to view the book value of the business without the effect of changes in AOCI, which are primarily attributable to fluctuation in interest rates. The impact of the adjustment to exclude AOCI is $(29.11) and $(28.30) for the year ended December 31, 2023 and 2022, respectively.
Refer to Analysis of Profitability by Segment for non-GAAP reconciliation to GAAP.

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GLOBE LIFE INC.
Management's Discussion & Analysis
Summary of Operations. Net income increased 9% to $971 million in 2023, compared with $894 million in 2022. In 2022, net income decreased 13% from $1.03 billion in 2021. On a diluted per common share basis, net income per common share for 2023 increased from $9.04 to $10.07. In 2022, net income per common share, on a diluted per common share basis, decreased to $9.04 from $9.99.

Net operating income increased 7% to $1.03 billion in 2023, compared with $961 million in 2022. In 2022, net operating income decreased 3% from $994 million in 2021. On a diluted per common share basis, net operating income per common share for 2023 increased from $9.71 to $10.65, an increase of 10%. In 2022, net income per common share, on a diluted per common share basis, increased 1% from $9.63. Net operating income is the consolidated total of segment profits after tax and as such is considered a non-GAAP measure. Net income is the most directly comparable GAAP measure. We do not consider realized gains and losses to be a component of our core insurance operations or operating segments. Additionally, net income in 2023, 2022 and 2021 was affected by certain significant and unusual non-operating items. We do not view these items as components of core operating results because they are not indicative of past performance or future prospects of the insurance operations. We remove items such as these that relate to prior periods or are non-operating items when evaluating the results of current operations, and therefore exclude such items from our segment analysis for current periods.

The liability for future policy benefits is determined each reporting period based on the net level premium method. Net level premiums reflect a recomputed net premium ratio using actual experience since the issue date, and expected future experience based on future cash-flow assumptions. See Note 6—Policy Liabilities for additional information. The policy liability is accrued as premium revenue is recognized and adjusted for differences between actual and expected experience in the form of remeasurement gains and losses during the period.

The Company continues to see positive signs in its core operations, including strong sales and premium growth, favorable persistency, and a strong ROE, excluding accumulated other comprehensive income.

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GLOBE LIFE INC.
Management's Discussion & Analysis
Globe Life's operations on a segment-by-segment basis are discussed in depth below. Net operating income has been used consistently by management for many years to evaluate the operating performance of the Company and is a measure commonly used in the life insurance industry. It differs from GAAP net income primarily because it excludes certain non-operating items such as realized gains and losses and other significant and unusual items included in net income. Management believes an analysis of net operating income is important in understanding the profitability and operating trends of the Company’s business. Net income is the most directly comparable GAAP measure.

Analysis of Profitability by Segment
(Dollar amounts in thousands)
2023 2022 2021 2023 Change % 2022 Change %
Life insurance underwriting margin $ 1,192,972  $ 1,129,525  $ 1,161,638  $ 63,447  6  $ (32,113) (3)
Health insurance underwriting margin 377,937  377,137  352,478  800  —  24,659  7 
Annuity underwriting margin 8,492  10,511  9,826  (2,019) (19) 685  7 
Excess investment income 130,382  104,589  96,974  25,793  25  7,615  8 
Other insurance:
Other income 308  1,246  1,216  (938) (75) 30  2 
Administrative expense (301,161) (299,341) (271,631) (1,820) 1  (27,710) 10 
Corporate and other (143,918) (137,201) (123,311) (6,717) 5  (13,890) 11 
Pre-tax total 1,265,012  1,186,466  1,227,190  78,546  7  (40,724) (3)
Applicable taxes (238,368) (225,439) (233,538) (12,929) 6  8,099  (3)
Net operating income
1,026,644  961,027  993,652  65,617  7  (32,625) (3)
Reconciling items, net of tax:
Realized gain (loss)—investments (51,884) (60,473) 54,220  8,589  (114,693)
Realized loss—redemption of debt —  —  (7,358) —  7,358 
Administrative settlements —  —  (1,047) —  1,047 
Non-operating expenses (3,294) (4,196) (1,923) 902  (2,273)
Legal proceedings (711) (1,972) (6,430) 1,261  4,458 
Net income
$ 970,755  $ 894,386  $ 1,031,114  $ 76,369  9  $ (136,728) (13)

The results for each of the years presented above are impacted, as previously noted, by the reserve development and assumption changes in the third quarter of 2023, 2022, and 2021. The life insurance segment is our primary segment and is the largest contributor to earnings in each year presented. In 2023, the life insurance segment underwriting margin increased $63 million compared with 2022, primarily a result of increased premiums, favorable policy obligations as a percent of premium, and a lower remeasurement loss in 2023 resulting from the assumption updates. In 2022, the life insurance segment underwriting margin decreased $32 million when compared with 2021, which was a result of a higher remeasurement loss resulting from assumption updates in 2022 than in 2021, offset by increased premiums.

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GLOBE LIFE INC.
Management's Discussion & Analysis
In 2023, the largest contributor of total underwriting margin was the life insurance segment and the primary distribution channel was the American Income Life Division. The following charts represent the breakdown of total underwriting margin by operating segment and distribution channel for the year ended December 31, 2023.
307308

Total premium income rose 3% for the year ended December 31, 2023 to $4.46 billion. Total net sales increased 6% to $768 million, when compared with 2022. Total first-year collected premium (defined in the following section) increased 5% to $605 million for 2023 compared to $577 million in 2022.

Life insurance premium income increased 4% to $3.14 billion over the prior-year total of $3.03 billion. Life net sales rose 3% to $544 million for the year ended 2023. First-year collected life premium increased 3% to $420 million. Life underwriting margin, as a percent of premium, increased to 38% in 2023 from 37%. Underwriting margin increased to $1.19 billion in 2023, compared to $1.13 billion for the same period in 2022.

Health insurance premium income increased 3% to $1.32 billion over the prior-year total of $1.28 billion. Health net sales rose 17% to $224 million for the year ended 2023. First-year collected health premium rose 10% to $185 million. Health underwriting margin, as a percent of premium, was 29% in 2023 and 2022. Health underwriting margin decreased slightly to $378 million for the year ended 2023, compared to the same period in 2022.

Excess investment income, the measure of profitability of our investment segment, increased 25% during the year ended 2023 to $130.4 million from $104.6 million in the same period in 2022. Excess investment income per common share, reflecting the impact of our share repurchase program and increased net investment income, increased 27% to $1.35 from $1.06 when compared with the same period in 2022.

Insurance administrative expenses increased 1% in 2023 when compared with the prior-year period. These expenses were 6.8% as a percent of premium during 2023 compared to 6.9% in 2022.

For the year ended December 31, 2023, the Company repurchased 3.4 million Globe Life Inc. shares at a total cost of $380 million for an average share price of $112.84.

The discussions of our segments are presented in the manner we view our operations, as described in Note 15—Business Segments.
 
We use three measures as indicators of premium growth and sales over the near term: “annualized premium in force,” “net sales,” and “first-year collected premium.”
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GLOBE LIFE INC.
Management's Discussion & Analysis
•Annualized premium in force is defined as the premium income that would be received over the following twelve months at any given date on all active policies if those policies remain in force throughout the twelve-month period.
•Net sales are calculated as annualized premium issued, net of cancellations in the first thirty days after issue, except in the case of Direct to Consumer, where net sales is annualized premium issued at the time the first full premium is paid after any introductory offer period has expired. Management considers net sales to be a better indicator of the rate of premium growth than annualized premium issued.
•First-year collected premium is defined as the premium collected during the reporting period for all policies in their first policy year. First-year collected premium takes lapses into account in the first year when lapses are more likely to occur, and thus is a useful indicator of how much new premium is expected to be added to premium income in the future.

See further discussion of the distribution channels below for Life and Health.


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GLOBE LIFE INC.
Management's Discussion & Analysis
LIFE INSURANCE

Life insurance is the Company's predominant segment. During 2023, life premium represented 70% of total premium and life underwriting margin represented 75% of the total underwriting margin. Additionally, investments supporting the reserves for life products produce the majority of excess investment income attributable to the investment segment.
 
The following table presents the summary of results of life insurance. Further discussion of the results by distribution channel is included below.

Life Insurance
Summary of Results
(Dollar amounts in thousands)
  2023 2022 2021
  Amount
% of
Premium
 Amount
% of
Premium
 Amount
% of
Premium
Premium and policy charges $ 3,137,244  100  $ 3,027,824  100  $ 2,893,930  100 
Policy obligations 2,050,789  65  2,035,693  67  1,897,194  66 
Required interest on reserves (772,701) (24) (735,688) (24) (710,301) (25)
Net policy obligations 1,278,088  41  1,300,005  43  1,186,893  41 
Commissions, premium taxes, and non-deferred acquisition expenses 338,758  11  299,453  10  274,475  10 
Amortization of acquisition costs 327,426  10  298,841  10  270,924  9 
Total expense 1,944,272  62  1,898,299  63  1,732,292  60 
Insurance underwriting margin
$ 1,192,972  38  $ 1,129,525  37  $ 1,161,638  40 

Net policy obligations amounted to 41% of premiums for the year ended December 31, 2023, compared to 43% in the year-ago period and 41% for 2021.

The table below summarizes life underwriting margin by distribution channel for the last three years.
 
Life Insurance
Underwriting Margin by Distribution Channel
(Dollar amounts in thousands)
2023 2022 2021
Amount % of Premium Amount % of Premium Amount % of Premium
American Income $ 719,378  45  $ 692,107  46  $ 676,182  48 
Direct to Consumer 234,893  24  213,748  22  248,254  26 
Liberty National 114,646  33  101,202  31  105,490  34 
Other 124,055  60  122,468  58  131,712  62 
Total
$ 1,192,972  38  $ 1,129,525  37  $ 1,161,638  40 




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GLOBE LIFE INC.
Management's Discussion & Analysis
Life insurance products are marketed through several distribution channels. Premium income by distribution channel for each of the last three years is as follows:
 
Life Insurance
Premium by Distribution Channel
(Dollar amounts in thousands)
  2023 2022 2021
  Amount % of
Total		 Amount % of
Total		 Amount % of
Total
American Income $ 1,588,702  51  $ 1,505,034  50  $ 1,401,898  48 
Direct to Consumer 991,406  31  985,488  32  968,365  34 
Liberty National 349,736  11  327,469  11  311,200  11 
Other 207,400  7  209,833  7  212,467  7 
Total
$ 3,137,244  100  $ 3,027,824  100  $ 2,893,930  100 
 
Annualized life premium in force was $3.2 billion at December 31, 2023, an increase of 4% over $3.1 billion a year earlier.

The following table presents net sales information for each of the last three years by distribution channel.

Life Insurance
Net Sales by Distribution Channel
(Dollar amounts in thousands)
  2023 2022 2021
  Amount % of
Total		 Amount % of
Total		 Amount % of
Total
American Income $ 322,658  59  $ 316,715  59  $ 290,512  56 
Direct to Consumer 116,454  21  125,979  24  148,846  28 
Liberty National 95,459  18  78,390  15  71,184  14 
Other 9,701  2  9,844  2  11,055  2 
Total
$ 544,272  100  $ 530,928  100  $ 521,597  100 

The table below discloses first-year collected life premium by distribution channel.
 
Life Insurance
First-Year Collected Premium by Distribution Channel
(Dollar amounts in thousands)
  2023 2022 2021
  Amount % of
Total		 Amount % of
Total		 Amount % of
Total
American Income $ 266,429  63  $ 257,584  63  $ 250,937  59 
Direct to Consumer 77,570  19  86,854  21  111,761  27 
Liberty National 67,618  16  56,085  14  50,336  12 
Other 8,542  2  8,988  2  9,705  2 
Total
$ 420,159  100  $ 409,511  100  $ 422,739  100 

A discussion of life operations by distribution channel follows.

The American Income Life Division markets to members of labor unions and other affinity groups, and continues to diversify its lead sources by utilizing third-party internet vendor leads and obtaining referrals to facilitate sustainable growth. This division is Globe Life's largest contributor of life premium of any distribution channel at 51% of the Company's 2023 total life premium. Net sales were $323 million in 2023, up from $317 million in 2022. The underwriting margin, as a percent of premium, was 45% for the year ended December 31, 2023, down from 46% in the prior year due to higher acquisition costs.
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GLOBE LIFE INC.
Management's Discussion & Analysis

Below is the average producing agent count at the end of the indicated periods for the American Income Life Division. The average producing agent count is based on the actual count at the beginning and end of each week during the year. The average producing agent count increased 12% over the year-ago period. The increase in average producing agent count was driven by an increase in new agent recruiting. Sales growth in this division, as well as within our other exclusive agencies, is generally dependent on growth in the size of the agency force.
2023 2022 2021 2023 Change % 2022 Change %
American Income 10,579  9,444  9,971  1,135  12  (527) (5)

American Income Life continues to focus on growing and strengthening the agency force, specifically through emphasis on agency middle-management growth and additional agency office openings. In addition to offering financial incentives and training opportunities, the agency has made considerable investments in information technology, including a customer relationship management (CRM) tool for the agency force. This tool is designed to drive productivity in lead distribution, conservation of business, manager dashboards, and new agent recruiting. Additionally, this division has invested in and successfully implemented technology that allows the agency force to engage in virtual recruiting, training, and sales activity. The agents have shifted to primarily a virtual experience with the customers and have generated a vast majority of sales through virtual presentations. We find this flexibility to be attractive to new recruits as well as a driver of sustainability for our agency force.

The Direct to Consumer Division (DTC) offers adult and juvenile life insurance through a variety of marketing approaches, including direct mailings, insert media, and electronic media. In recent years, production from electronic media, which is comprised of sales through both the internet and inbound phone calls to our call center, has grown faster than direct mail response as customer preferences have focused marketing activity to internet and mobile technology. The proportion of sales from the internet and inbound phone calls continue to outpace the activity from the direct mailings, but all three channels continue to work in an omnichannel approach. The different media channels support and complement one another in the division's efforts to reach the consumer. The DTC's long-term growth has been fueled by constant innovation and name recognition. We continually introduce new initiatives in this division in an attempt to increase response rates and create a seamless customer experience.

The juvenile market is an important source of sales, it is also a vehicle to reach the parents and grandparents of juvenile policyholders, who are more likely to respond favorably to a DTC solicitation for life coverage on themselves in comparison to the general adult population. Also, future offerings to juvenile policyholders and their parents are sources of lower acquisition-cost life insurance sales in the future.

DTC net sales declined 8% to $116 million for the year ended December 31, 2023 compared with $126 million in the prior year. This decline is due primarily to reductions in direct mail and mailing insert marketing activity resulting from the impact of inflation on postage and paper costs. While total sales have declined, the focus has been on improving profitability and improving the underwriting margin. DTC’s underwriting margin, as a percent of premium, was 24% for the year ended December 31, 2023 and 22% for the same period in 2022, and 2% below the 26% underwriting margin percentage for 2021.

The Liberty National Division markets individual life insurance to middle-income household and worksite customers. Recent investments in new sales technologies as well as recent growth in middle management within the agency are expected to help continue this growth. The underwriting margin as a percent of premium was 33%, up from 31% for the year ended 2022, but down slightly from 34% for 2021. The increase from the prior year is primarily attributable to increased premiums, and lower policy obligations as a percent of premium, during the year compared with the same period a year ago. The decrease in 2022 from 2021 is due primarily to higher acquisition costs.

Net sales rose 22% in 2023 over the same period in 2022. With the division's ability to return to face-to-face customer interaction and the option of virtual sales, the Company continues to project total life net sales to increase in 2024 as compared to the prior year.

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GLOBE LIFE INC.
Management's Discussion & Analysis
Below is the average producing agent count at the end of the indicated periods for Liberty National Division.

2023 2022 2021 2023 Change % 2022 Change %
Liberty National 3,229  2,775  2,716  454  16  59  2 

The Liberty National Division average producing agent count increased significantly compared with the prior year. We continue to execute our long-term plan to grow this agency through expansion from small-town markets in the Southeast to more densely populated areas with larger pools of potential agent recruits and customers. Continued expansion of this agency’s presence into more heavily populated, less-penetrated areas will help create long-term agency growth. In addition to the aforementioned geographic expansion, we have also started a campaign of market expansion to increase our agency presence in cities where we currently have offices, but not enough to properly serve the community, region, area and city. These tend to be larger geographic cities which will help create long-term sustainable agency growth. Additionally, the agency continues to help improve the ability of agents to develop new worksite marketing business. Systems that have been put in place, including the addition of a CRM platform and enhanced analytical capabilities, have helped the agents develop additional worksite marketing opportunities as well as improve the productivity of agents selling in the individual life market. As the division continues to gain momentum in its sales and recruiting initiatives, as well as advances its technology and CRM platform, the agency anticipates continued growth in recruiting activity and average producing agent count.

The Other Agencies distribution channels primarily include non-exclusive independent agencies selling primarily life insurance. The other distribution channels contributed $207 million of life premium income, or 7% of Globe Life's total life premium income in 2023, and contributed 2% of net sales for the year.

HEALTH INSURANCE

Health insurance sold by the Company primarily includes Medicare Supplement insurance, accident coverage, and other limited-benefit supplemental health products including accident, cancer, critical illness, heart, and intensive care products.

Health premium accounted for 30% of our total premium in 2023, while the health underwriting margin accounted for 24% of total underwriting margin. Health underwriting margin increased slightly to $378 million compared to $377 million in the prior year. The Company continues to emphasize life insurance sales relative to health due to life’s superior long-term profitability and its greater contribution to excess investment income.

The following table presents underwriting margin data for health insurance.

Health Insurance
Summary of Results
(Dollar amounts in thousands)
  2023 2022 2021
  Amount
% of
Premium
 Amount
% of
Premium
 Amount
% of
Premium
Premium $ 1,318,773  100  $ 1,282,417  100  $ 1,200,882  100 
Policy obligations 776,362  59  752,866  59  721,309  60 
Required interest on reserves (106,516) (8) (102,315) (8) (98,477) (8)
Net policy obligations 669,846  51  650,551  51  622,832  52 
Commissions, premium taxes, and non-deferred acquisition expenses 220,392  16  206,544  16  180,748  15 
Amortization of acquisition costs 50,598  4  48,185  4  44,824  4 
Total expense 940,836  71  905,280  71  848,404  71 
Insurance underwriting margin
$ 377,937  29  $ 377,137  29  $ 352,478  29 

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GLOBE LIFE INC.
Management's Discussion & Analysis
Health premium increased 3% in 2023 to $1.32 billion when compared to 2022. In 2022, health premium rose 7% to $1.28 billion when compared to 2021. Health underwriting margin increased slightly from $377 million in 2022 to $378 million in 2023 and increased 7% from $352 million in 2021 to $377 million in 2022 primarily due to growth in premiums.

The table below summarizes health underwriting margin by distribution channel for the last three years.
 
Health Insurance
Underwriting Margin by Distribution Channel
(Dollar amounts in thousands)

2023 2022 2021
Amount % of Premium Amount % of Premium Amount % of Premium
United American $ 57,344  11  $ 62,695  12  $ 54,171  11 
Family Heritage 135,691  34  124,936  34  107,156  31 
Liberty National 105,317  56  107,662  57  107,612  57 
American Income 74,668  62  74,551  64  73,894  64 
Direct to Consumer 4,917  7  7,293  10  9,645  13 
Total
$ 377,937  29  $ 377,137  29  $ 352,478  29 

Globe Life markets supplemental health insurance products through a number of distribution channels. The following table is an analysis of our health premium by distribution channel for each of the last three years.

Health Insurance
Premium by Distribution Channel
(Dollar amounts in thousands)

  2023 2022 2021
  Amount
% of
Total
 Amount
% of
Total
 Amount
% of
Total
United American $ 545,723  42  $ 539,874  42  $ 480,656  40 
Family Heritage 396,209  30  366,820  29  343,839  29 
Liberty National 187,934  14  187,241  15  187,669  16 
American Income 120,332  9  117,353  9  114,742  9 
Direct to Consumer 68,575  5  71,129  5  73,976  6 
Total
$ 1,318,773  100  $ 1,282,417  100  $ 1,200,882  100 

Premium related to limited-benefit supplemental health products comprise $743 million, or 56%, of the total health premiums for 2023 compared with $702 million, or 55%, in 2022 and $639 million, or 53%, in 2021. Premium from Medicare Supplement products comprises the remaining $576 million, or 44%, for 2023 compared with $580 million, or 45%, in 2022 and $562 million, or 47%, in 2021.

Annualized health premium in force was $1.39 billion at December 31, 2023, an increase of 4% from $1.33 billion in 2022.

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GLOBE LIFE INC.
Management's Discussion & Analysis
Presented below is a table of health net sales by distribution channel for the last three years.
 
Health Insurance
Net Sales by Distribution Channel
(Dollar amounts in thousands)

  2023 2022 2021
  Amount
% of
Total
 Amount
% of
Total
 Amount
% of
Total
United American $ 72,208  32  $ 58,601  31  $ 63,551  35 
Family Heritage 96,093  43  82,529  43  72,600  39 
Liberty National 33,155  15  28,916  15  26,512  14 
American Income 18,124  8  17,555  9  18,230  10 
Direct to Consumer 3,993  2  3,825  2  3,465  2 
Total
$ 223,573  100  $ 191,426  100  $ 184,358  100 

Health net sales related to supplemental health products comprise $161 million, or 72%, of the total health new sales for 2023 compared with $137 million, or 71%, in 2022. Medicare Supplement sales make up the remaining $63 million, or 28%, for 2023 compared with $54 million, or 29%, in 2022.

The following table discloses first-year collected health premium by distribution channel.

 Health Insurance
First-Year Collected Premium by Distribution Channel
(Dollar amounts in thousands)

  2023 2022 2021
  Amount
% of
Total
 Amount
% of
Total
 Amount
% of
Total
United American $ 66,002  36  $ 64,410  39  $ 60,386  37 
Family Heritage 72,362  39  60,699  36  57,427  36 
Liberty National 25,608  14  22,415  13  20,348  13 
American Income 17,633  9  17,294  10  18,939  12 
Direct to Consumer 3,683  2  3,115  2  3,253  2 
Total
$ 185,288  100  $ 167,933  100  $ 160,353  100 

First-year collected premium related to limited-benefit plans comprise $133 million, or 72% of total first-year collected premium for 2023 compared with $108 million, or 64%, in 2022. First-year collected premium from Medicare Supplement policies make up the remaining $52 million, or 28%, for 2023 compared with $60 million, or 36%, in 2022.

A discussion of health operations by distribution channel follows.

The United American Division consists of non-exclusive independent agencies who may also sell for other companies. The United American Division was Globe Life's largest health agency in terms of health premium income, with sales up 23% from the same period in the prior year.
This division includes three different units:

•UA General Agency, which primarily sells individual Medicare Supplement insurance through independent agents;
•Special Markets, which markets retiree health insurance to employer and union groups through brokers; and
•Globe Life Benefits, which offers group worksite supplemental health insurance through brokers.
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GLOBE LIFE INC.
Management's Discussion & Analysis

The majority of the premium revenue comes from Medicare Supplement and Retiree Health business. Underwriting margin as a percent of premium for the division was 11% in 2023, 12% in 2022, and 11% in 2021.

The Family Heritage Division primarily markets limited-benefit supplemental health insurance in non-urban areas. Most of its policies include a cash-back feature, such as a return of premium, where any excess of premiums over claims paid is returned to the policyholder at the end of a specified period stated within the insurance policy. Underwriting margin as a percent of premium was 34% in 2023, the same as in 2022, and 31% in 2021.

The division experienced a 16% rise in health net sales in 2023 as compared with the 2022, primarily due to an increase in recruiting, as well as improved agent productivity and training. The division will continue to implement incentive and retention programs to further these increases in the number of producing agents.

Below is the average producing agent count at the end of the indicated periods for the Family Heritage Division. The average producing agent count was up 10% compared with the same period a year ago, driven by an increase in recruiting during 2023.
2023 2022 2021 2023 Change % 2022 Change %
Average producing agents 1,334  1,210  1,213  124  10  (3) — 

The Liberty National Division represented 14% of all Globe Life health premium income at $188 million in 2023. The Liberty National Division markets limited-benefit supplemental health products, consisting primarily of cancer and critical illness insurance. Much of Liberty National’s health business is generated through worksite marketing targeting small businesses. In 2023, health premium income was flat. Liberty National's first-year collected premium increased 14% to $26 million in 2023 compared with $22 million in 2022. Health net sales for 2023 increased by $4 million or 15% from 2022.

The Company's other distribution channels, while primarily focused on selling life insurance, also market health products. The American Income Life Division primarily markets accident plans. The Direct to Consumer Division primarily markets Medicare Supplements to employer or union-sponsored groups. On a combined basis, these other channels accounted for 14% of health premium in 2023 and 2022.


ANNUITIES

Our fixed annuity balances at the end of 2023 and 2022 were $773.0 million and $954.3 million, respectively. Underwriting margin was $8.5 million for 2023, $10.5 million for 2022, and $9.8 million for 2021.

We do not currently market stand-alone fixed or deferred annuity products, favoring instead protection-oriented life and supplemental health insurance products. Therefore, we do not expect that annuities will be a significant portion of our business or marketing strategy going forward.


INVESTMENTS

We manage our capital resources, including investments and cash flow, through the investment segment. Excess investment income represents the profit margin attributable to investment operations and is the measure that we use to evaluate the performance of the investment segment as described in Note 15—Business Segments. It is defined as net investment income less the required interest attributable to policy liabilities.

Management also views excess investment income per diluted common share as an important and useful measure to evaluate the performance of the investment segment. It is defined as excess investment income divided by the total diluted weighted average shares outstanding, representing the contribution by the investment segment to the consolidated earnings per share of the Company. As excess investment income per diluted common share incorporates all invested assets and insurance liabilities, we view excess investment income per diluted common share as a useful measure to evaluate the investment segment.
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GLOBE LIFE INC.
Management's Discussion & Analysis

Excess Investment Income. The following table summarizes Globe Life's investment income, excess investment income, and excess investment income per diluted common share.

Analysis of Excess Investment Income
(Dollar amounts in thousands except per share data)

2023 2022 2021
Net investment income $ 1,056,884  $ 991,800  $ 956,690 
Interest on policy liabilities(1)
 (926,502) (887,211) (859,716)
Excess investment income
$ 130,382  $ 104,589  $ 96,974 
Excess investment income per diluted common share
$ 1.35  $ 1.06  $ 0.94 
Mean invested assets (at amortized cost) $ 20,411,093  $ 19,714,027  $ 18,939,317 
Average insurance policy liabilities
 16,772,861  16,060,240  15,412,514 
(1)Interest on policy liabilities is a component of total policyholder benefits, a GAAP measure. The amounts presented for 2021 and 2022 have been retrospectively adjusted to exclude the interest on deferred acquisition costs due to the LDTI standard and the interest on debt.

Excess investment income increased $26 million, or 25%, in 2023 when compared with 2022. In 2022, excess investment income increased $8 million, or 8%, when compared with 2021. Excess investment income per diluted common share was $1.35 during 2023, an increase of 27% over the prior-year period ended 2022. Excess investment income per diluted common share was $1.06 during 2022, an increase of 13% over the period ended 2021. Excess investment income per diluted common share generally increases at a faster pace than excess investment income because the number of diluted shares outstanding generally decreases from year to year as a result of our share repurchase program.

Net investment income increased at a compound annual growth rate of 4% over the three years ending 2023 and mean invested assets increased at a compound annual growth rate of 4% during the same period. The effective annual yield rate earned on the fixed maturity portfolio was 5.20% in 2023. Generally, investment income grows at a slower rate than the assets when the yield on new investments is lower than the yield on dispositions or the average portfolio yield. It also increases at a faster rate than the assets when new investment yields exceed the yield on dispositions or the average portfolio yield. Investment income grew in the current period due to the growth in invested assets and the increase in interest rates compared to the prior year. We currently expect that the average annual turnover rate of fixed maturity assets will be less than 1% per annum over the next five years and will not have a material impact on net investment income. In addition to fixed maturities, the Company has also invested in commercial mortgage loans and limited partnerships with debt-like characteristics that diversify risk and enhance risk-adjusted, capital-adjusted returns on the portfolio. The earned yield on the investment funds for the year ended December 31, 2023 was 6.95%. See additional information in Note 4—Investments. The following chart presents the growth in net investment income and the growth in mean invested assets.
2023 2022 2021
Growth in net investment income 6.6  % 3.7  % 3.2  %
Growth in mean invested assets (at amortized cost) 3.5  % 4.1  % 5.3  %

Globe Life's net investment income benefits from higher interest rates on new investments. While increasing interest rates have resulted in a net unrealized loss from our available for sale debt securities included in accumulated other comprehensive income (loss) as of December 31, 2023, we are not concerned because we do not generally intend to sell, nor is it likely that we will be required to sell, the fixed maturities prior to their anticipated recovery.

Required interest on insurance policy liabilities reduces excess investment income, as it is the amount of net investment income considered by management necessary to “fund” required interest on insurance policy liabilities.
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GLOBE LIFE INC.
Management's Discussion & Analysis
As such, it is reclassified from the insurance segment to the investment segment. As discussed in Note 15—Business Segments, management regards this as a more meaningful analysis of the investment and insurance segments. Required interest is based on the original discount rate assumptions for our insurance policies in force.

The great majority of our life and health insurance policies are fixed interest rate protection policies, not investment products, and are accounted for under current GAAP accounting guidance for long-duration insurance products which mandate that interest rate assumptions for a particular block of business be “locked in” for the life of that block of business. Each calendar year, we set the original discount rate to be used to calculate the benefit reserve liability for all insurance policies issued that year. The liability reported on the balance sheet is updated in subsequent periods using current discount rates as of the end of the relevant reporting period with a corresponding adjustment to Other Comprehensive Income. The rates are based on the methodology prescribed in ASU 2018-12. See Note 1—Significant Accounting Policies for additional information.

The discount rate used for policies issued in the current year has no impact on the in-force policies issued in prior years as the rates of all prior issue years are also locked in for purposes of recognizing income. As such, the overall original discount rate for the entire in-force block of 5.5% is a weighted average of the discount rates being used from all issue years. Changes in the overall weighted-average discount rate over time are caused by changes in the mix of the reserves on the entire block of in force business. Business issued in the current year has little impact on the overall weighted-average original discount rate due to the size of our in-force business.

Information about interest on policy liabilities is shown in the following table.

Required Interest on Insurance Policy Liabilities
(Dollar amounts in thousands)
Required
Interest
Average Net
Insurance
Policy  Liabilities
Average
Discount
Rate(1)
2023
Life and Health $ 879,217  $ 15,739,423  5.6  %
Annuity 38,224  861,676  4.4 
FHLB Funding Agreement 4,536  79,036  5.7 
Deposit Funds
 4,525  92,726  4.9 
Total $ 926,502  $ 16,772,861  5.5 
Increase in 2023 4.4  % 4.4  %
2022
Life and Health $ 838,003  $ 14,957,728  5.6  %
Annuity 44,836  1,007,008  4.5 
FHLB Funding Agreement 71  2,692  2.6 
Deposit Funds
 4,301  92,812  4.6 
Total $ 887,211  $ 16,060,240  5.5 
Increase in 2022 3.2  % 4.2  %
2021
Life and Health $ 808,778  $ 14,268,916  5.7  %
Annuity 46,695  1,052,171  4.4 
Deposit Funds
 4,243  91,427  4.6 
Total $ 859,716  $ 15,412,514  5.6 
(1) Reflects the average discount rate applicable to the current period, which is used to accrue interest on the insurance policy liabilities for each of the years presented.

Realized Gains and Losses. Our life and health insurance companies collect premium income from policyholders for the eventual payment of policyholder benefits, sometimes paid many years or even decades in the future. Since benefits are expected to be paid in future periods, premium receipts in excess of current expenses are invested to provide for these obligations.
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GLOBE LIFE INC.
Management's Discussion & Analysis
For this reason, we hold a significant investment portfolio as a part of our core insurance operations. This portfolio consists primarily of high-quality fixed maturities containing an adequate yield to provide for the cost of carrying these long-term insurance product obligations. As a result, fixed maturities are generally held for long periods to support these obligations. Expected yields on these investments are taken into account when setting insurance premium rates and product profitability expectations.
 
Despite our intent to hold fixed maturity investments for a long period of time, investments are occasionally sold, exchanged, called, or experience a credit loss event, resulting in a realized gain or loss. Gains or losses are only secondary to our core insurance operations of providing insurance coverage to policyholders. In a bond exchange offer, bondholders may consent to exchange their existing bonds for another class of debt securities. The Company also has investments in certain limited partnerships, held under the fair value option, with fair value changes recognized in Realized gains (losses) in the Consolidated Statements of Operations.
 
Realized gains and losses can be significant in relation to the earnings from core insurance operations, and as a result, can have a material positive or negative impact on net income. The significant fluctuations caused by gains and losses can cause period-to-period trends of net income that are not indicative of historical core operating results or predictive of the future trends of core operations. Accordingly, they have no bearing on core insurance operations or segment results as we view operations. For these reasons, and in line with industry practice, we remove the effects of realized gains and losses when evaluating overall insurance operating results.
 
The following table summarizes our tax-effected realized gains (losses) by component for each of the three years ended December 31, 2023.

Analysis of Realized Gains (Losses), Net of Tax
(Dollar amounts in thousands, except for per share data)
  Year Ended December 31,
  2023 2022 2021
  Amount
Per
Share
 Amount Per
Share		 Amount Per
Share
Fixed maturities:
Sales $ (59,463) $ (0.62) $ (44,792) $ (0.45) $ (8,100) $ (0.08)
Matured or other redemptions(1)
 (1,604) (0.02) 19,076  0.19  35,684  0.34 
Provision for credit losses (5,621) (0.06) 306  —  2,337  0.02 
Fair value option—change in fair value 11,931  0.12  (23,189) (0.23) 18,105  0.18 
Mortgages
 (4,427) (0.04) (761) (0.01) 1,413  0.02 
Other investments
 1,415  0.02  3,699  0.04  (106) — 
Total realized investment gains (losses)—investments
(57,769) (0.60) (45,661) (0.46) 49,333  0.48 
Loss on redemption of debt —  —  —  —  (7,358) (0.07)
Other gains (losses)(2)
 5,885  0.06  (14,812) (0.15) 4,887  0.04 
Total realized gains (losses)
$ (51,884) $ (0.54) $ (60,473) $ (0.61) $ 46,862  $ 0.45 
(1)During the three years ended December 31, 2023, 2022, and 2021, the Company recorded $50.9 million, $147.6 million, and $109.2 million, respectively, of exchanges of fixed maturity securities (noncash transactions) that resulted in $(1.5) million, $1.5 million, and $19.9 million, respectively, in realized gains (losses), net of tax.
(2)Other realized gains (losses) are primarily a result of changes in the fair value for assets held in rabbi trust.
In 2023, it was announced Signature Bank New York and First Republic Bank had entered receivership. The Company disposed of each of the holdings and incurred a $52 million after-tax realized loss during the year ended December 31, 2023. As investment yields increased throughout 2022 and 2023, the Company disposed of certain fixed maturity investments to improve the risk-adjusted, capital-adjusted returns on the portfolio and enhance the yield, credit quality, or diversification of the portfolio.

Investment Acquisitions. Globe Life's investment policy calls for investing primarily in investment grade fixed maturities that meet our quality and yield objectives. We generally invest in securities with longer-term maturities because they more closely match the long-term nature of our life and health policy liabilities. We believe this strategy is appropriate since our expected future cash flows are generally stable and predictable and the likelihood that we will need to sell invested assets to raise cash is low.
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GLOBE LIFE INC.
Management's Discussion & Analysis

The following table summarizes selected information for fixed maturity investments. The effective annual yield shown is based on the acquisition price and call features, if any, of the securities. For non-callable bonds, the yield is calculated to maturity date. For callable bonds acquired at a premium, the yield is calculated to the earliest known call date and call price after acquisition ("first call date"). For all other callable bonds, the yield is calculated to maturity date.

Fixed Maturity Acquisitions Selected Information
(Dollar amounts in thousands)
  Year Ended December 31,
  2023 2022 2021
Cost of acquisitions:
Investment-grade corporate securities $ 967,588  $ 812,697  $ 566,400 
Investment-grade municipal securities 572,654  599,946  434,482 
Other investment-grade securities —  7,577  10,465 
Total fixed maturity acquisitions(1)
$ 1,540,242  $ 1,420,220  $ 1,011,347 
Effective annual yield (one year compounded)(2)
 6.13  % 5.18  % 3.39  %
Average life (in years, to next call)
 18.0  13.5  21.7 
Average life (in years, to maturity)
 24.8  22.8  31.7 
Average rating A A A+
(1)Fixed maturity acquisitions included unsettled trades of $4 million in 2023, $0 in 2022 and $7 million in 2021.
(2)Tax-equivalent basis, where the yield on tax-exempt securities is adjusted to produce a yield equivalent to the pretax yield on taxable securities.

For investments in callable bonds, the actual life of the investment will depend on whether the issuer calls the investment prior to the maturity date. Given our investments in callable bonds, the actual average life of our investments cannot be known at the time of the investment. Absent sales and "make-whole calls," however, the average life will not be less than the average life to next call and will not exceed the average life to maturity. Data for both of these average life measures is provided in the above chart.
 
During 2023 and 2022, acquisitions consisted primarily of corporate and municipal bonds with securities spanning a diversified range of issuers, industry sectors, and geographical regions. For the year ended December 31, 2023, we invested primarily in the municipal, financial, and industrial sectors. For the entire portfolio, the taxable equivalent effective yield earned was 5.20%, up approximately 3 basis points from the yield in 2022. Further, as previously noted in the discussion of net investment income, the increase in taxable equivalent effective yield was primarily due to new purchase yields exceeding the yield on dispositions and the average portfolio yield. In addition to the fixed maturity acquisitions, Globe Life invested $159 million and $77 million in commercial mortgage loans and $156 million and $213 million in other long-term investments in 2023 and 2022, respectively. Other long-term investments primarily consist of investment funds. See Note—4 Investments for further discussion.

New cash flow available for investment has been primarily provided through our insurance operations, cash received on existing investments, and proceeds from dispositions. Dispositions of fixed maturities were $853 million in 2023 and $852 million in 2022.

Since fixed maturities represent such a significant portion of our investment portfolio, the remainder of the discussion of portfolio composition will focus on fixed maturities. See a breakdown of the Company's Other long-term investments in Note 4—Investments.

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GLOBE LIFE INC.
Management's Discussion & Analysis
Selected information concerning the fixed maturity portfolio is as follows:

Fixed Maturity Portfolio Selected Information
At December 31,
2023 2022
Average annual effective yield(1)
 5.23% 5.19%
Average life, in years, to:
Next call(2)
 14.6 14.7
Maturity(2)
 18.6 18.5
Effective duration to:
Next call(2,3)
 9.0 8.8
Maturity(2,3)
 10.7 10.4
(1)Tax-equivalent basis. The yield on tax-exempt securities is adjusted to produce a yield equivalent to the pretax yield on taxable securities.
(2)Globe Life calculates the average life and duration of the fixed maturity portfolio two ways:
(a) based on the next call date which is the next call date for callable bonds and the maturity date for noncallable bonds, and
(b) based on the maturity date of all bonds, whether callable or not.
(3)Effective duration is a measure of the price sensitivity of a fixed-income security to a 1% change in interest rates.

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GLOBE LIFE INC.
Management's Discussion & Analysis
Credit Risk Sensitivity. The following tables summarize certain information about the major corporate sectors and security types held in our fixed maturity portfolio at December 31, 2023 and 2022.

Fixed Maturities by Sector
December 31, 2023
(Dollar amounts in thousands)
Below Investment Grade Total Fixed Maturities % of Total Fixed Maturities
  Amortized
Cost, net 		Gross
Unrealized
Gains		 Gross
Unrealized
Losses		 Fair
Value		 Amortized
Cost, net 		Gross
Unrealized
Gains		 Gross
Unrealized
Losses		 Fair
Value		 At Amortized Cost, net At Fair Value
Corporates:
Financial
Insurance - life, health, P&C $ 107,010  $ —  $ (12,472) $ 94,538  $ 2,413,685  $ 61,715  $ (163,455) $ 2,311,945  13  13 
Banks 36,906  —  (4,401) 32,505  1,327,272  25,019  (71,714) 1,280,577  7  7 
Other financial 74,965  —  (25,255) 49,710  1,287,194  25,634  (153,171) 1,159,657  7  7 
Total financial 218,881  —  (42,128) 176,753  5,028,151  112,368  (388,340) 4,752,179  27  27 
Industrial
Energy 44,652  —  (7,481) 37,171  1,446,480  58,637  (62,324) 1,442,793  8  8 
Basic materials —  —  —  —  1,166,385  39,248  (64,501) 1,141,132  6  6 
Consumer, non-cyclical —  —  —  —  2,096,651  32,071  (160,828) 1,967,894  11  11 
Other industrials 5,185  110  —  5,295  1,101,059  32,541  (78,817) 1,054,783  6  6 
Communications —  —  —  —  868,131  21,006  (73,323) 815,814  4  5 
Transportation 8,403  —  (415) 7,988  534,468  21,113  (24,649) 530,932  3  3 
Consumer. cyclical 136,343  —  (25,059) 111,284  515,169  4,941  (57,735) 462,375  3  3 
Technology 32,543  625  —  33,168  280,668  3,521  (44,670) 239,519  1  1 
Total industrial 227,126  735  (32,955) 194,906  8,009,011  213,078  (566,847) 7,655,242  42  43 
Utilities 34,698  722  (1,523) 33,897  2,017,967  73,925  (94,130) 1,997,762  11  11 
Total corporates
480,705  1,457  (76,606) 405,556  15,055,129  399,371  (1,049,317) 14,405,183  80  81 
States, municipalities, and political divisions:
General obligations —  —  —  —  887,013  8,526  (135,003) 760,536  4  4 
Revenues —  —  —  —  2,409,292  38,820  (268,326) 2,179,786  13  12 
Total states, municipalities, and political divisions —  —  —  —  3,296,305  47,346  (403,329) 2,940,322  17  16 
Other fixed maturities:
Government (U.S. and foreign) —  —  —  —  442,903  8  (42,654) 400,257  2  2 
Collateralized debt obligations 37,110  5,036  —  42,146  37,110  5,036  —  42,146  —  — 
Other asset-backed securities 11,696  —  (409) 11,287  86,352  3  (4,057) 82,298  1  1 
Total fixed maturities
$ 529,511  $ 6,493  $ (77,015) $ 458,989  $ 18,917,799  $ 451,764  $ (1,499,357) $ 17,870,206  100 100



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GLOBE LIFE INC.
Management's Discussion & Analysis
Fixed Maturities by Sector
December 31, 2022
(Dollar amounts in thousands)
Below Investment Grade Total Fixed Maturities % of Total Fixed Maturities
  Amortized
Cost		 Gross
Unrealized
Gains		 Gross
Unrealized
Losses		 Fair
Value		 Amortized
Cost		 Gross
Unrealized
Gains		 Gross
Unrealized
Losses		 Fair
Value		 At Amortized Cost, net At Fair Value
Corporates:
Financial
Insurance - life, health, P&C $ 107,355  $ 22  $ (13,966) $ 93,411  $ 2,375,633  $ 44,578  $ (216,938) $ 2,203,273  13  13 
Banks 26,944  84  (192) 26,836  1,336,868  14,035  (100,038) 1,250,865  7  8 
Other financial 74,963  1  (22,026) 52,938  1,195,293  4,513  (187,513) 1,012,293  7  6 
Total financial 209,262  107  (36,184) 173,185  4,907,794  63,126  (504,489) 4,466,431  27  27 
Industrial
Energy 44,723  —  (10,168) 34,555  1,436,598  22,637  (101,923) 1,357,312  8  8 
Basic materials —  —  —  —  1,090,309  14,913  (95,958) 1,009,264  6  6 
Consumer, non-cyclical —  —  —  —  2,146,003  20,427  (232,196) 1,934,234  12  12 
Other industrials 25,461  —  (522) 24,939  1,212,674  19,107  (121,540) 1,110,241  6  7 
Communications 28,499  —  (2,253) 26,246  857,375  7,779  (110,132) 755,022  5  5 
Transportation —  —  —  —  520,029  11,684  (34,269) 497,444  3  3 
Consumer. cyclical 149,465  —  (27,822) 121,643  592,657  4,903  (85,005) 512,555  3  3 
Technology —  —  —  —  247,996  90  (59,672) 188,414  1  1 
Total industrial 248,148  —  (40,765) 207,383  8,103,641  101,540  (840,695) 7,364,486  44  45 
Utilities 35,496  433  (3,173) 32,756  1,924,190  36,670  (125,713) 1,835,147  11  11 
Total corporates 492,906  540  (80,122) 413,324  14,935,625  201,336  (1,470,897) 13,666,064  82  83 
States, municipalities, and political divisions:
General obligations —  —  —  —  915,725  5,041  (167,393) 753,373  5  5 
Revenues —  —  —  —  1,875,305  19,287  (338,054) 1,556,538  10  9 
Total states, municipalities, and political divisions —  —  —  —  2,791,030  24,328  (505,447) 2,309,911  15  14 
Other fixed maturities:
Government (U.S., municipal, and foreign) —  —  —  —  449,603  33  (51,674) 397,962  2  2 
Collateralized debt obligations 37,098  13,266  —  50,364  37,098  13,266  —  50,364  —  — 
Other asset-backed securities 12,493  —  (1,618) 10,875  88,336  4  (9,276) 79,064  1  1 
Total fixed maturities $ 542,497  $ 13,806  $ (81,740) $ 474,563  $ 18,301,692  $ 238,967  $ (2,037,294) $ 16,503,365  100 100



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GLOBE LIFE INC.
Management's Discussion & Analysis
Corporate securities, which consist of bonds and redeemable preferred stocks, were the largest component of the fixed maturity portfolio as of December 31, 2023, representing 80% of amortized cost, net, and 81% of fair value. The remainder of the portfolio is invested primarily in securities issued by the U.S. government and U.S. municipalities. The Company holds insignificant amounts in foreign government bonds, collateralized debt obligations, asset-backed securities, and mortgage-backed securities. Corporate securities are diversified over a variety of industry sectors and issuers. At December 31, 2023, the total fixed maturity portfolio consisted of 980 issuers.

Fixed maturities had a fair value of $17.9 billion at December 31, 2023, compared with $16.5 billion at December 31, 2022. The net unrealized loss position in the fixed-maturity portfolio decreased from $1.8 billion at December 31, 2022 to $1.0 billion at December 31, 2023 due to a decrease in market rates during the period.

For more information about our fixed maturity portfolio by component at December 31, 2023 and December 31, 2022, including a discussion of allowance for credit losses, an analysis of unrealized investment losses and a schedule of maturities, see Note 4—Investments.

An analysis of the fixed maturity portfolio by composite quality rating at December 31, 2023 and December 31, 2022, is shown in the following tables. The composite rating for each security, other than private-placement securities managed by third parties, is the average of the security’s available ratings as assigned by Moody’s Investor Service, Standard & Poor’s, Fitch Ratings, and Dominion Bond Rating Service, LTD. The ratings assigned by these four nationally recognized statistical rating organizations are evenly weighted when calculating the average. The composite quality rating is created utilizing a methodology developed by Globe Life using ratings from the various rating agencies noted above. The composite quality rating is not a Standard & Poor's credit rating. Standard & Poor's does not sponsor, endorse, or promote the composite quality rating and shall not be liable for any use of the composite quality rating. Included in the following chart are private placement fixed maturity holdings of $439 million at amortized cost, net of allowance for credit losses ($402 million at fair value) for which the ratings were assigned by the third-party managers.

Fixed Maturities by Rating
At December 31, 2023
(Dollar amounts in thousands)
Amortized Cost, net % of Total Fair
Value		 % of Total Average Composite Quality Rating on Amortized Cost, net
Investment grade:
AAA $ 952,822  5  $ 880,729  5 
AA 3,179,618  17  2,789,626  15 
A 5,118,085  27  4,976,280  28 
BBB+ 3,615,102  19  3,495,898  19 
BBB 4,278,786  23  4,056,833  23 
BBB- 1,243,875  6  1,211,851  7 
Total investment grade
18,388,288  97  17,411,217  97  A-
Below investment grade:
BB 450,503  3  376,912  3 
B 37,896  —  35,929  — 
Below B 41,112  —  46,148  — 
Total below investment grade
529,511  3  458,989  3  BB
$ 18,917,799  100  $ 17,870,206  100 
Weighted average composite quality rating
A-

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GLOBE LIFE INC.
Management's Discussion & Analysis

Fixed Maturities by Rating
At December 31, 2022
(Dollar amounts in thousands)
Amortized
Cost, net		 % of Total
Fair
Value
 % of Total Average Composite Quality Rating on Amortized Cost
Investment grade:
AAA $ 828,315  5  $ 733,524  4 
AA 2,779,587  15  2,260,257  14 
A 4,752,633  26  4,438,913  27 
BBB+ 3,934,053  21  3,639,118  22 
BBB 4,254,730  23  3,844,182  23 
BBB- 1,209,877  7  1,112,808  7 
Total investment grade
17,759,195  97  16,028,802  97  A-
Below investment grade:
BB 462,356  3  389,132  3 
B 43,044  —  35,067  — 
Below B 37,097  —  50,364  — 
Total below investment grade
542,497  3  474,563  3  BB-
$ 18,301,692  100  $ 16,503,365  100 
Weighted average composite quality rating
A-

The overall quality rating of the portfolio is A-, the same as of year-end 2022. Fixed maturities rated BBB are 48% of the total portfolio at December 31, 2023, down from 51% at December 31, 2022. While this ratio is high relative to our peers, it is at its lowest level in over 10 years and we have limited exposure to higher-risk assets such as derivatives, equities, and asset-backed securities. Additionally, the Company does not participate in securities lending and has no off-balance sheet investments as of December 31, 2023. Of our fixed maturity purchases, BBB securities generally provide the Company with the best risk-adjusted, capital-adjusted returns largely due to our ability to hold securities to maturity regardless of fluctuations in interest rates or equity markets.

An analysis of changes in our portfolio of below-investment grade fixed maturities at amortized cost, net of allowance for credit losses is as follows:

Below-Investment Grade Fixed Maturities
(Dollar amounts in thousands)
Year Ended
December 31,
2023 2022
Balance at beginning of period
$ 542,497  $ 701,546 
Downgrades by rating agencies 117,731  50,147 
Upgrades by rating agencies (32,540) (97,462)
Dispositions (95,060) (116,791)
Provision for credit losses (6,811) (31)
Amortization and other 3,694  5,088 
Balance at end of period
$ 529,511  $ 542,497 

Our investment policy calls for investing primarily in fixed maturities that are investment grade and meet our quality and yield objectives. Thus, any increases in below-investment grade issues are typically a result of ratings downgrades of existing holdings.
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GLOBE LIFE INC.
Management's Discussion & Analysis
Below-investment grade bonds at amortized cost, net of allowance for credit losses, were 7% of our shareholders’ equity excluding accumulated other comprehensive income as of December 31, 2023. Globe Life invests long term and as such, one of our key criterion in our investment process is to select issuers that have the ability to weather multiple financial cycles.


OPERATING EXPENSES

Operating expenses are included in the "Corporate and Other" segment and are classified into two categories: insurance administrative expenses and expenses of the Parent Company. Insurance administrative expenses generally include expenses incurred after a policy has been issued. As these expenses relate to premium for a given period, management measures the expenses as a percentage of premium income. The Company also views stock-based compensation expense as a Parent Company expense. Expenses associated with the issuance of our insurance policies are reflected as acquisition expenses and included in the determination of underwriting margin.

The following table is an analysis of operating expenses for the three years ended December 31, 2023.

Operating Expenses Selected Information
(Dollar amounts in thousands)
  2023 2022 2021
  Amount % of
Premium		 Amount % of
Premium		 Amount % of
Premium
Insurance administrative expenses:
Salaries $ 119,699  2.7  $ 129,711  3.0  $ 115,852  2.8 
Other employee costs 35,905  0.8  42,319  1.0  41,841  1.0 
Information technology costs 64,998  1.5  55,526  1.3  47,923  1.2 
Legal costs 15,335  0.3  12,056  0.2  15,494  0.4 
Other administrative costs 65,224  1.5  59,729  1.4  50,521  1.2 
Total insurance administrative expenses 301,161  6.8  299,341  6.9  271,631  6.6 
Parent company expense 10,866  11,156  9,553 
Stock compensation expense 30,736  35,650  30,272 
Legal proceedings 900  2,496  8,139 
Non-operating expenses 4,170  5,311  2,434 
Total operating expenses, per Consolidated Statements of Operations
$ 347,833  $ 353,954  $ 322,029 
2023 2022 2021
Amount % Amount % Amount %
Total insurance administrative expenses increase (decrease) over prior year $ 1,820  0.6  $ 27,710  10.2  $ 20,684  8.2 
Total operating expenses increase (decrease) over prior year (6,121) (1.7) 31,925  9.9  20,991  7.0 

Total operating expenses for December 31, 2023 decreased in comparison with the prior year primarily due to decreases in stock compensation expense and other non-operating costs. Insurance administrative expenses increased $1.8 million primarily due to higher information technology costs, information security costs, and other administrative costs offset by a decline in pension-related employee benefit costs. Insurance administrative expenses as a percent of premium were 6.8% for the year ended December 31, 2023 compared to 6.9% for the same period in 2022.

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GLOBE LIFE INC.
Management's Discussion & Analysis
SHARE REPURCHASES

Globe Life has an ongoing share repurchase program that began in 1986. The share repurchase program is reviewed with the Board of Directors by management quarterly, and continues indefinitely unless and until the Board of Directors decides to suspend, terminate or modify the program. With no specified authorization amount, management determines the amount of repurchases based on the amount of the excess cash flows after the payment of dividends to the Parent Company shareholders, general market conditions, and other alternative uses. Since implementing our share repurchase program in 1986, we have used $9.4 billion of excess cash flow at the Parent Company to repurchase Globe Life Inc. common shares after determining that the repurchases provide a greater risk-adjusted after-tax return than other investment alternatives.

Excess cash flow at the Parent Company is primarily comprised of dividends received from the insurance subsidiaries less interest expense paid on its debt and other limited operating activities. The majority of our share repurchases are made from excess cash flow after the payment of shareholder dividends. Additionally, when stock options are exercised, proceeds from these exercises and the resulting tax benefit are used to repurchase additional shares on the open market to minimize dilution as a result of the option exercises.
The following table summarizes share repurchases for each of the last three years.
 
Analysis of Share Purchases
(Amounts in thousands)
  2023 2022 2021
Purchases with: Shares Amount Shares Amount Shares Amount
Excess cash flow at the Parent Company(1)
 3,369  $ 380,103  3,322  $ 335,145  4,784  $ 455,030 
Option exercise proceeds
 1,080  127,155  1,103  119,493  858  86,405 
Total 4,449  $ 507,258  4,425  $ 454,638  5,642  $ 541,435 
(1)Excludes excise tax on the repurchase of treasury stock of $4 million in 2023, $0 in 2022, and $0 in 2021.

Throughout the remainder of this discussion, share repurchases will only refer to those made from excess cash flow at the Parent Company.
 
FINANCIAL CONDITION
 
Liquidity. Liquidity provides Globe Life with the ability to meet on demand the cash commitments required to support our business operations and meet our financial obligations. Our liquidity is primarily derived from multiple sources: positive cash flow from operations, a portfolio of marketable securities, a revolving credit facility, commercial paper, and the Federal Home Loan Bank.

Insurance Subsidiary Liquidity. The operations of our insurance subsidiaries have historically generated substantial cash inflows in excess of immediate cash needs. Cash inflows for the insurance subsidiaries primarily include premium and investment income. In addition to investment income, maturities and scheduled repayments in the investment portfolio are cash inflows. Cash outflows from operations include policy benefit payments, commissions, administrative expenses, and taxes. A portion of the excess cash inflows in the current year will provide for the payment of future policy benefits and are invested primarily in long-term fixed maturities as they better match the long-term nature of these obligations. Excess cash available from the insurance subsidiaries’ operations is generally distributed as a dividend to the Parent Company, subject to regulatory restrictions. The dividends are generally paid in amounts equal to the subsidiaries’ prior year statutory net income excluding realized capital gains. While the leading source of the excess cash is investment income, a significant portion of the excess cash also comes from underwriting income due to our high underwriting margins and effective expense control. While the insurance subsidiaries annually generate more operating cash inflows than cash outflows, the companies also have the entire available-for-sale fixed maturity investment portfolio available to create additional cash flows if required.

Four of our insurance subsidiaries are members of the FHLB of Dallas. FHLB membership provides the insurance subsidiaries with access to various low-cost collateralized borrowings and funding agreements. While not the only source of liquidity, the FHLB could provide the insurance subsidiaries with an additional source of liquidity, if needed.
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GLOBE LIFE INC.
Management's Discussion & Analysis
Refer to Note 12—Debt for further details.

Parent Company Liquidity. An important source of Parent Company liquidity is the dividends from its insurance subsidiaries. These dividends are received throughout the year and are used by the Parent Company to pay dividends on common and preferred stock, interest and principal repayment requirements on Parent Company debt, and operating expenses of the Parent Company.
Year Ended December 31,
(Amounts in Thousands)
Projected 2024 2023 2022 2021
Liquidity Sources:
Dividends from Subsidiaries $ 466,000  $ 459,535  $ 407,042  $ 478,535 
Excess Cash Flows(1)
 450,000  416,081  358,981  450,164 
(1)Excess cash flows are reported gross of shareholder dividends. For the year ended December 31, 2023, 2022, and 2021, shareholder dividends were $84 million, $81 million, and $80 million, respectively.

For more information on the restrictions on the payment of dividends by subsidiaries, see the Restrictions section of Note 13—Shareholders' Equity. Although these restrictions exist, dividend availability from subsidiaries historically has been more than sufficient for the cash flow needs of the Parent Company.

Dividends from subsidiaries and excess cash flows are projected to be higher in 2024 than in 2023 primarily due to lower life obligations and the growth in our underwriting margins, both of which resulted in higher statutory earnings generated by the affiliates. Additional sources of liquidity for the Parent Company are cash, intercompany receivables, intercompany borrowings, public debt markets, term loans, and a revolving credit facility. See Schedule II for more information. The credit facility is discussed below.

Short-Term Borrowings. An additional source of Parent Company liquidity is a credit facility with a group of lenders allowing for unsecured borrowings and stand-by letters of credit up to $750 million, which could be extended up to $1 billion. While the Parent Company may request the extension, it is not guaranteed. Up to $250 million in letters of credit can be issued against the facility. The facility serves as a back-up line of credit for a commercial paper program under which commercial paper may be issued at any time, with total commercial paper outstanding not to exceed the facility maximum less any letters of credit issued. As of December 31, 2023, we had available $316 million of additional borrowing capacity under this facility, compared with $340 million a year earlier. Interest charged on the commercial paper program resembles variable rate debt due to its short term nature. Globe Life has consistently been able to issue commercial paper as needed during the three years ended December 31, 2023. As discussed in Note 12—Debt, on September 30, 2021, Globe Life amended the credit agreement dated August 24, 2020. The five-year credit agreement will mature on September 30, 2026. As of December 31, 2023, the Parent Company was in full compliance with all covenants related to the aforementioned debt.

As a part of the credit facility, Globe Life has stand-by letters of credit. These letters are issued among our subsidiaries, one of which is an offshore captive reinsurer, and have no impact on company obligations as a whole. Any future regulatory changes that restrict the use of off-shore captive reinsurers might require Globe Life to obtain third-party financing, which could cause an insignificant increase in financing costs. On March 29, 2023, the letters of credit were amended to reduce the amount outstanding from $125 million to $115 million. The outstanding letters of credit remained at $115 million at December 31, 2023.
 
The Parent Company expects to have readily available funds for 2024 and the foreseeable future to conduct its operations and to maintain target capital ratios in the insurance subsidiaries through internally generated cash flow and the credit facility. In the unlikely event that more liquidity is needed, the Company could generate additional funds through multiple sources including, but not limited to, the issuance of debt, an additional short-term credit facility, and intercompany borrowing. Refer to Note 5—Commitments and Contingencies and the discussion surrounding the Company's obligations over the next five years.

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GLOBE LIFE INC.
Management's Discussion & Analysis
As noted above, the Parent Company had access to $48 million of liquid assets available as of December 31, 2023. This liquidity is available to the Company in the event additional funds are needed to support the targeted capital levels within our insurance subsidiaries.

Consolidated Liquidity. Consolidated net cash inflows provided from operations were $1.48 billion in 2023, compared with $1.42 billion in 2022. The increase is primarily attributable to fluctuations in the settlement of certain amounts included in other liabilities. In addition to cash inflows from operations, our companies received proceeds from dispositions of fixed maturities available for sale, mortgage loans, and other long-term investments in the amount of $1.05 billion in 2023. As noted under the caption Credit Facility in Note 12, the Parent Company has in place a revolving credit facility. The insurance subsidiaries have no additional outstanding credit facilities.

Cash and short-term investments were $185 million at the end of 2023 compared with $207 million at the end of 2022. In addition to these liquid assets, $17.9 billion (fair value at December 31, 2023) of fixed income securities are available for sale in the event of an unexpected need. Approximately $1.3 billion, at fair value, are pledged for outstanding FHLB advances and reinsurance. Further, approximately 97% of our fixed income securities are publicly traded, freely tradable under SEC Rule 144, or qualified for resale under SEC Rule 144A. While our fixed income securities are classified as available for sale, we have the ability and general intent to hold any securities to recovery or maturity. Our strong cash flows from operations, ongoing investment maturities, and available liquidity under credit facility make any need to sell securities for liquidity highly unlikely.

Capital Resources. The Parent Company's capital structure consists of short-term debt (the commercial paper facility and current maturities of long-term debt), long-term debt, and shareholders’ equity.

Debt: The carrying value of the long-term debt was $1.6 billion at December 31, 2023, and 2022. A complete analysis and description of long-term debt issues outstanding is presented in Note 12—Debt.

Financing costs for the corporate and other segment consist primarily of interest on our various debt instruments. The table below presents the components of financing costs and reconciles interest expense per the Consolidated Statements of Operations.

Analysis of Financing Costs
(Dollar amounts in thousands)
2023 2022 2021
Interest on debt
 $ 72,641  $ 80,481  $ 78,183 
Interest on term loan 7,684  —  — 
Interest on short-term debt 21,958  9,875  5,270 
Other 33  39  33 
Financing costs
$ 102,316  $ 90,395  $ 83,486 
 
In 2023, financing costs increased 13% compared with prior year primarily due to higher short-term interest rates. More information on our debt transactions is disclosed in the Financial Condition section of this report and in Note 12—Debt.

Subsidiary Capital: The National Association of Insurance Commissioners (NAIC) has established a risk-based factor approach for determining threshold risk-based capital levels for all insurance companies. This approach was designed to assist the regulatory bodies in identifying companies that may require regulatory attention. A Risk-Based Capital (RBC) ratio is typically determined by dividing adjusted total statutory capital by the amount of risk-based capital determined using the NAIC’s factors. If a company’s RBC ratio approaches two times the RBC amount, the company must file a plan with the NAIC for improving its capital levels (this level is commonly referred to as “Company Action Level” RBC). Companies typically hold a multiple of the Company Action Level RBC depending on their particular business needs and risk profile.

Our goal is to maintain statutory capital within our insurance subsidiaries at levels necessary to support our current ratings. For 2024, Globe Life has targeted a consolidated Company Action Level RBC ratio of 300% to 320%. The Company has concluded that this capital level is more than adequate and sufficient to support its current ratings, given the nature of its business and its risk profile.
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GLOBE LIFE INC.
Management's Discussion & Analysis
For 2023, our consolidated Company Action Level RBC ratio was 314%. The Parent Company is committed to maintaining the targeted consolidated RBC ratio at its insurance subsidiaries and has sufficient liquidity available to provide additional capital if necessary.

Shareholder's Equity: As noted under the caption Analysis of Share Purchases within this report, we have an ongoing share repurchase program.
 
Globe Life has continually increased the quarterly dividend on its common shares over the past three years.
Year Ended December 31,
Projected 2024 2023 2022 2021
Quarterly dividend by annual year $ 0.2400  $ 0.2250  $ 0.2075  $ 0.1975 

In 2023, new guidance became effective that impacted the accounting for our long duration contracts with significant effects to shareholders' equity. Please see Note 1—Significant Accounting Policies for additional information.

Shareholders’ equity was $4.5 billion at December 31, 2023. This compares to $3.9 billion at December 31, 2022, as adjusted, an increase of $537 million or 14%. Shareholders' equity increased $1.9 billion, or 97%, during 2022 from $2.0 billion in 2021.

At December 31, 2022, shareholders' equity was $3.9 billion. During 2023, shareholders’ equity increased as a result of net income of $971 million, but was offset by share repurchases of $380 million and an additional $127 million in share repurchases to offset the dilution from stock option exercises. Additionally, the balance of AOCI increased $18 million primarily due to increased interest rates and discount rates over the period. At December 31, 2021, shareholders' equity was $2.0 billion. During 2022, shareholders' equity increased as a result of net income of $894 million, but was offset by share repurchases of $335 million and an additional $120 million in share repurchases to offset the dilution from stock option exercises. Additionally, the balance of AOCI increased $1.4 billion due to increased interest rates and discount rates over the period.

We plan to use excess cash available at the Parent Company as efficiently as possible in the future. Excess cash flow, as we define it, results primarily from the dividends received by the Parent Company from its subsidiaries less the interest paid on debt. The cash received by the Parent Company from our insurance subsidiaries is after they have made substantial investments during the year to grow the business. Possible uses of excess cash flow include, but are not limited to, share repurchases, acquisitions, shareholder dividend payments, investments in securities, or repayment of short-term debt. We will determine the best use of excess cash after ensuring that targeted capital levels are maintained in our insurance subsidiaries. If market conditions are favorable, we currently expect that share repurchases will continue to be a primary use of those funds.

As discussed in Note 1—Significant Accounting Policies, the Company adopted ASU 2018-12, Financial Services–Insurance (Topic 944): Targeted Improvements to the Accounting for Long-Duration Contracts (LDTI) on January 1, 2023. The liability for future policy benefits under ASU 2018-12 is required to be computed using current discount rates with the impact of changes in discount rates included in accumulated other comprehensive income. Additionally, the guidance requires the liability for future policy benefits to be calculated using net premiums rather than gross premiums. Given that gross premiums are considerably higher than net premiums for our business, as seen in Note 6—Policy Liabilities, the measurement of the liability is higher than what it would be had it been computed using gross premiums. This is an important consideration when analyzing shareholders' equity.

We maintain a significant available-for-sale fixed maturity portfolio to support our insurance policy liabilities. Current accounting guidance requires that we revalue our portfolio to fair market value at the end of each accounting period. The period-to-period changes in fair value, net of their associated impact on income tax, are reflected directly in shareholders’ equity. Changes in the fair value of the portfolio can result from changes in market rates.

While a majority of invested assets are revalued, accounting rules do not permit interest-bearing insurance policy liabilities to be valued at fair value in a consistent manner as that of assets, with changes in value applied directly to shareholders’ equity. Due to the size of our policy liabilities in relation to our shareholders’ equity, an inconsistency exists in measurement, which may have a material impact on the reported value of shareholders’ equity.
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GLOBE LIFE INC.
Management's Discussion & Analysis
Fluctuations in interest rates cause undue volatility in the period-to-period presentation of our shareholders’ equity, capital structure, and financial ratios. Due to the long-term nature of our fixed maturity investments and liabilities and the strong cash flows consistently generated by our insurance subsidiaries, we have the ability to hold our securities to maturity. As such, we do not expect to incur losses due to fluctuations in market value of fixed maturities caused by market rate changes and temporarily illiquid markets. Accordingly, our management, credit rating agencies, lenders, many industry analysts, and certain other financial statement users prefer to remove the effect of this accounting rule when analyzing our balance sheet, capital structure, and financial ratios.

Financial Strength Ratings. The financial strength of our major insurance subsidiaries is rated by Standard & Poor’s and A. M. Best. The following table presents these ratings for our five largest insurance subsidiaries at December 31, 2023.
Standard
& Poor’s		 A.M.
Best
Liberty National Life Insurance Company AA- A
Globe Life And Accident Insurance Company AA- A
United American Insurance Company AA- A
American Income Life Insurance Company AA- A
Family Heritage Life Insurance Company of America NR A
 
A.M. Best states that it assigns an A (Excellent) rating to insurance companies that have, in its opinion, an excellent ability to meet their ongoing insurance obligations.

The AA financial strength rating category is assigned by Standard & Poor’s Corporation (S&P) to those insurers which have very strong capacity to meet its financial commitments which differs from the highest-rated insurers only to a small degree. An insurer rated A has strong capacity to meet its financial commitments but it is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than insurers in higher-rated categories. The plus sign (+) or minus sign (-) shows the relative standing within the major rating category.


OTHER ITEMS
 
Litigation. For more information concerning litigation, please refer to Note 5—Commitments and Contingencies.


CRITICAL ACCOUNTING POLICIES

Application of Critical Accounting Estimates. The preparation of financial statements in conformity with GAAP requires the application of accounting policies that often involve a significant degree of judgment. Management reviews these key estimates and assumptions used in the preparation of financial statements on a timely basis. If management determines that modifications are necessary due to current facts and circumstances, the Company’s results of operations and financial position as reported in the consolidated financial statements could possibly change significantly. Additional information on our accounting policies is disclosed in Note 1—Significant Accounting Policies.

Future Policy Benefits. Considerable information concerning the policies, procedures, and other relevant data related to the valuation of our liability for future policy benefits is presented in Note 1—Significant Accounting Policies and Note 6—Policy Liabilities.

The liability for future policy benefits for traditional and limited-payment long duration life and health products comprises the vast majority of the total liability for future policy benefits for the Company. The liability is determined each reporting period based on the net level premium method. This method requires the liability for future policy benefits to be calculated as the present value of estimated future policyholder benefits and the related termination expenses, less the present value of estimated future net premiums to be collected from policyholders.

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GLOBE LIFE INC.
Management's Discussion & Analysis
The Company reviews, and updates as necessary, its cash flow assumptions (mortality, morbidity, and lapses) used to calculate the change in the liability for future policy benefits at least annually. These cash flow assumptions are reviewed at the same time every year, or more frequently, if suggested by experience. If cash flow assumptions are changed, the net premium ratio is recalculated from the original issue date, or the Transition Date, using actual experience and projected future cash flows. As cash flow assumptions are changed, the liability for future policy benefits is adjusted with changes recognized in policyholder benefits on the Consolidated Statements of Operations.

The following table illustrates the sensitivity of our liability for future policy benefits, including the corresponding pre-tax impact on OCI, and net income, as of December 31, 2023, to changes in cash flow assumptions. This information is useful in understanding the potential financial impact on our financial statements from changes in these items and the expected impact to our liability for future policy benefits. We could experience impacts that are more or less significant than noted in the following analysis; however the sensitivities provide insight regarding the direction and magnitude of those potential impacts.

At December 31, 2023
(Dollar amounts in thousands)
Assumptions
Sensitivity
Future policy benefits
OCI
Net Income
Mortality
1% increase
 $ 29,373  $ 1,462  $ (30,835)
1% decrease
 (29,221) (1,474) 30,695 
Morbidity
5% increase
 49,014  4,650  (53,664)
5% decrease
 (38,006) (4,671) 42,677 
Lapses
10% increase
 (99,618) 35,233  64,385 
10% decrease
 110,271  (43,196) (67,075)

The liability for future policy benefits is discounted using a current upper-medium grade fixed-income instrument yield that reflects the duration characteristics of the liability for future policy benefits. Accordingly, the discount rate assumption is key in determining the change in the value of the liability for future benefits for long duration life and health contracts. Since the liability for future policy benefits for traditional and limited-payment long duration life and health products comprises approximately 92% of the total liability for future policy benefits, it is subject to interest rate risk. A decrease in discount rates will cause an increase in the obligation with a corresponding change in AOCI.

The following table illustrates the interest rate sensitivity of our liability for future policy benefits as of December 31, 2023. This table measures the effect of a parallel shift in discount rates on the liability. The data measures the change in reported value arising from an immediate change in rates in increments of 50 and 100 basis points, which would be recorded as a component of OCI.

Value of Liability for Future Policy Benefits
(Dollar amounts in thousands)
At December 31,
Change in Discount Rates(1)
 2023
(200) $ 28,524,314 
(100) 23,364,282 
(50) 21,346,814 
0 19,460,353 
50 18,114,882 
100 16,810,309 
200 14,662,284 
        (1) In basis points.
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GLOBE LIFE INC.
Management's Discussion & Analysis
Deferred Acquisition Costs. Certain costs of acquiring new insurance business are deferred and recorded as an asset. These costs are capitalized on a grouped contract basis and amortized over the expected term of the related contracts, and are essential for the acquisition of new insurance business.

Deferred Acquisition Costs (DAC) are amortized on a constant-level basis over the expected term of the grouped contracts, with the related expense included in amortization of deferred acquisition costs on the Consolidated Statements of Operations. The in-force metric used to compute the DAC amortization rate is annualized premium in force. The assumptions used to amortize acquisition costs include mortality, morbidity, and lapses, and are consistent with those used in calculating the liability for future policy benefits.

Value of business acquired (VOBA) is amortized on a basis that is consistent with DAC, as described above, and is subject to periodic recoverability and loss recognition testing to determine if there is a premium deficiency. These tests evaluate whether the present value of future contract-related cash flows will support the capitalized VOBA asset. These cash flows consist primarily of premium income, less benefits and expenses. The present value of these cash flows, less the reserve liability, is then compared with the unamortized balance. In the event the estimated present value of net cash flows is less, the deficiency would be recognized by a charge to earnings and either a reduction of unamortized acquisition costs or an increase in the liability for future benefits.
 
Policy Claims and Other Benefits Payable. This liability consists of known benefits currently payable and an estimate of claims that have been incurred but not yet reported to us. The estimate of unreported claims is based on prior experience and is made after careful evaluation of all information available to us. However, the factors upon which these estimates are based can be subject to change from historical patterns. Factors involved include the litigation environment, regulatory mandates, and the introduction of policy types for which claim patterns are not well established, and medical trend rates and medical cost inflation as they affect our health claims. Changes in these estimates, if any, are reflected in the earnings of the period in which the adjustment is made. The Company concludes that the estimates used to produce the liability for claims and other benefits, including the estimate of unsubmitted claims, are the most appropriate under the circumstances. However, there is no certainty that the resulting stated liability will be our ultimate obligation. At this time, we do not expect any change in this estimate to have a material impact on earnings or financial position consistent with our historical experience. There were no significant changes in the claims process in the current year.

Valuation of Fixed Maturities. We hold a substantial investment in high-quality fixed maturities to provide for the funding of our future policy contractual obligations over long periods of time. While these securities are generally expected to be held to maturity, they are classified as available for sale and are sold from time to time to maximize risk-adjusted, capital-adjusted returns. We report this portfolio at fair value. Fair value is the price that we would expect to receive upon sale of the asset in an orderly transaction. The fair value of the fixed maturity portfolio is primarily affected by changes in interest rates in financial markets. Because of the size of our fixed maturity portfolio and the long average life, small changes in rates can have a significant effect on the portfolio and the reported financial position of the Company. This impact is disclosed in 100 basis point increments under the caption Market Risk Sensitivity in this report. However, as discussed under the caption Financial Condition in this report, the Company regards these unrealized fluctuations in value as having no meaningful impact on our actual financial condition and, as such, we remove them from consideration when viewing our financial position and financial ratios.
 
At times, the values of our fixed maturities can also be affected by illiquidity in the financial markets. Illiquidity would contribute to a spread widening, and accordingly to unrealized losses, on many securities that we would expect to be fully recoverable. Even though our fixed maturity portfolio is available for sale, we have the ability and general intent to hold the securities until maturity as a result of our strong and stable cash flows generated from our insurance products. Considerable information concerning the policies, procedures, classification levels, and other relevant data concerning the valuation of our fixed maturity investments is presented in Note 1—Significant Accounting Policies and in Note 4—Investments under the captions Fair Value Measurements in both notes. There were no significant changes in the valuation process in the current year.

Market Risk Sensitivity. Globe Life's investment securities are exposed to interest rate risk, meaning the effect of changes in financial market interest rates on the current fair value of the Company’s investment portfolio. Since 91% of the carrying value of our investments is attributable to fixed maturity investments and these investments are predominately fixed-rate investments, the portfolio is highly subject to market risk. Declines in market interest rates generally result in the fair value of the investment portfolio rising, and increases in interest rates cause the fair value to decline.
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GLOBE LIFE INC.
Management's Discussion & Analysis
Under normal market conditions, we are not concerned about unrealized losses that are interest rate driven since we would not expect to realize them. Globe Life does not generally intend to sell the securities prior to maturity and, likely, will not be required to sell the securities prior to recovery of amortized cost. The long-term nature of our insurance policy liabilities and strong operating cash-flow substantially mitigate any future need to liquidate portions of the portfolio.
 
The following table illustrates the interest rate sensitivity of our fixed maturity portfolio at December 31, 2023. This table measures the effect of a parallel shift in interest rates (as represented by the U.S. Treasury curve) on the fair value of the fixed maturity portfolio. The data measures the change in fair value arising from an immediate and sustained change in interest rates in increments of 100 basis points.

Market Value of Fixed Maturity Portfolio
(Dollar amounts in thousands)
At December 31,
Change in Interest Rates(1)
 2023
(200) $ 21,818,000 
(100) 19,731,000 
0 17,870,000 
100 16,210,000 
200 14,729,000 
        (1) In basis points.

Investments: Allowance for Credit Losses. We continually monitor our investment portfolio for investments where fair value has declined below carrying value to determine if a credit loss event has occurred. When a credit event does occur, an allowance for credit loss is recorded and the corresponding provision is recognized in the Consolidated Statements of Operations in Realized Gains or Losses. Non-credit related fluctuations in the fair value are recorded in Other Comprehensive Income. The policies and procedures that we use to evaluate and account for allowance for credit losses are disclosed in Note 1—Significant Accounting Policies and the discussions under the captions Investments and Realized Gains and Losses in this report. While every effort is made to make the best estimate of status and value with the information available regarding an allowance for credit loss, it is difficult to predict the future prospects of a distressed or impaired security.

Defined benefit pension plans. We maintain funded defined benefit plans covering most full-time employees. We also have an unfunded nonqualified defined benefit plan covering a limited number of officers. Our obligations under these plans are determined actuarially based on specified actuarial assumptions. In accordance with GAAP, an expense is recorded each year as these pension obligations grow due to the increase in the service period of employees and the interest cost associated with the passage of time. These obligations are offset, at least in part, by the growth in value of the assets in the funded plans. At December 31, 2023, our gross liability under these plans was $628 million, but was offset by assets of $571 million.

The actuarial assumptions used in determining our obligations/expenses for pensions include: employee mortality and turnover, retirement age, the expected return on plan assets, projected salary increases, and the discount rate at which future obligations could be settled. Additionally, a corridor approach is used to amortize any unrecognized gains or losses outside the corridor (the standard 10% of the greater of plan PBO and fair value assets) and have an amortization service period of approximately nine years. These assumptions have an important effect on the pension obligation. A decrease in the discount rate will cause an increase in the pension obligation. A decrease in projected salary increases will cause a decrease in this obligation. Small changes in assumptions may cause significant differences in reported results for these plans. For example, a sensitivity analysis is presented below for the impact of change in the discount rate and the long-term rate of return on assets assumed on our defined benefit pension plans expense for the year 2023 and projected benefit obligation as of December 31, 2023.

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GLOBE LIFE INC.
Management's Discussion & Analysis
Pension Assumptions
(Dollar amounts in thousands)
Assumption
Change(1)
 Impact on Expense Impact on Projected Benefit Obligation
Discount Rate(2):
Increase 25  $ (786) $ (20,567)
Decrease (25) 820  21,708 
Expected Return(3):
Increase 25  (1,483) — 
Decrease (25) 1,483  — 
(1)In basis points.
(2)The discount rate for determining the net periodic benefit cost was 5.71% for 2023. The discount rate used for determining the projected benefit obligation as of December 31, 2023 was 5.40%.
(3)The expected long-term return rate assumed was 6.98% at December 31, 2023, and 6.98% in the prior year. Management considers both historical and future yields to determine the expected return.

The Company determines mortality assumptions through the use of published mortality tables that reflect broad-based studies of mortality and published longevity improvement scales.
 
The criteria used to determine the primary assumptions are discussed in Note 10—Postretirement Benefits. While we have used our best efforts to determine the most reliable assumptions, given the information available from Company experience, economic data, independent consultants and other sources, we cannot be certain that actual results will be the same as expected. The assumptions are reviewed annually and revised, if necessary, based on more current information available to us. Note 10—Postretirement Benefits also contains information about pension plan assets, investment policies, and other related data. There were no significant changes in the assumptions in the current year.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk
 
Information required by this item is found under the heading Market Risk Sensitivity in Item 7 of this report.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Consolidated Financial Statements Index
Page
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Directors of Globe Life Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Globe Life Inc. and subsidiaries (the "Company") as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive income (loss), shareholders’ equity, and cash flows, for each of the three years in the period ended December 31, 2023, and the related notes and the schedules listed in the Index at Item 15 (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 28, 2024, expressed an unqualified opinion on the Company’s internal control over financial reporting.

Change in Accounting Principle

As discussed in Note 1 to the financial statements, the Company changed its method of accounting, measurement, and disclosure of long-duration contracts effective January 1, 2023, using the modified retrospective method applied as of the transition date of January 1, 2021, due to adoption of ASU 2018-12, Financial Services - Insurance (Topic 944): Targeted Improvements to the Accounting for Long-Duration Contracts (“ASU 2018-12”). The adoption is also communicated as a critical audit matter below.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

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Adoption of Accounting Pronouncements - Targeted Improvements to the Accounting for Long-Duration Contracts - Refer to Note 1 to the Financial Statements (also see Change in Accounting Principle explanatory paragraph above)

Critical Audit Matter Description

The Company adopted ASU 2018-12 on January 1, 2023 using the modified retrospective application as of the transition date of January 1, 2021.

The adoption of ASU 2018-12 significantly modified the Company’s accounting for and disclosure of long-duration life and health insurance contracts. We identified the adoption of ASU 2018-12 as a critical audit matter because of the need to involve actuarial specialists to evaluate assumptions and valuation models, the extent of audit effort required, and the inherent complexity involved in the selection and application of new accounting policies.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the adoption of ASU 2018-12 included the following, among others:

•We tested the effectiveness of controls over the application of new accounting policies and disclosure of the impact of adoption discussed in Note 1 to the financial statements, including controls over the valuation models and assumptions used to estimate the liability for future policy benefits and amortization of deferred acquisition costs.

•We evaluated the appropriateness of the Company’s selection and application of accounting policies in connection with the adoption of the ASU 2018-12.

•With the assistance of our actuarial specialists, we evaluated the reasonableness of the valuation models and assumptions used to estimate the liability for future policy benefits and amortization of deferred acquisition costs.

Future Policy Benefits at Current Discount Rates and Amortization of Deferred Acquisition Costs — Certain Underlying Assumptions for Certain Products – Refer to Notes 1, 6 and 7 to the Financial Statements

Critical Audit Matter Description

The Company estimates the liability for future policy benefits based on the net level premium method, which requires a calculation of the present value of estimated future policyholder benefits and the related claim adjustment expenses, less the present value of estimated future net premiums to be collected from policyholders. The Company estimates the amortization of deferred acquisition costs on a constant-level basis over the expected term of the grouped contracts.

The most significant assumptions used to estimate the liability for future policy benefits and amortization of deferred acquisition costs for certain products are mortality, morbidity and lapse. The Company regularly reviews these assumptions, which are updated as necessary in the third quarter of every year, or more frequently if suggested by experience. The mortality, morbidity, and lapse assumptions are determined based upon Company experience and industry data.

Given the inherent uncertainty and extent of specialized skill required in assessing the mortality, morbidity and lapse assumptions, auditing the development of these assumptions for certain products involved especially subjective judgment.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to management’s judgments regarding the mortality, morbidity, and lapse assumptions used in the development of future policy benefits and the amortization of deferred acquisition costs for certain insurance products, included the following, among others:
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•We tested the effectiveness of controls over the development of these assumptions used in the valuation of future policy benefits and the amortization of deferred acquisition costs for certain insurance products, including the effectiveness of the controls over the underlying data.

•We tested the underlying data used in the development of these assumptions as well as in the valuation of future policy benefits and the amortization of deferred acquisition costs for certain insurance products.

•With the assistance of our actuarial specialists, we:

◦evaluated management’s methods, calculations and judgments regarding the development of these assumptions used in the valuation of future policy benefits and the amortization of deferred acquisition costs for certain insurance products.

◦evaluated on a sample basis, through independent calculation of future policy benefits and amortization of deferred acquisition costs, the mathematical accuracy of management’s calculations, the appropriateness of valuation models, and whether these assumptions were properly applied.


/s/ Deloitte & Touche LLP

Dallas, Texas
February 28, 2024

We have served as the Company’s auditor since 1999.



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Globe Life Inc.
Consolidated Balance Sheets
(Dollar amounts in thousands, except per share data)
December 31,
2023 2022
Assets:
Investments:
Fixed maturities—available for sale, at fair value (amortized cost: 2023—$18,924,914;
2022—$18,301,692, allowance for credit losses: 2023— $7,115; 2022— $0)
 $ 17,870,206  $ 16,503,365 
Mortgage loans 279,199  181,305 
Policy loans 657,020  614,866 
Other long-term investments (includes: 2023—$795,583; 2022—$768,689 under the fair value option)
 835,878  794,711 
Short-term investments 81,740  114,121 
Total investments 19,724,043  18,208,368 
Cash 103,156  92,559 
Accrued investment income 270,396  259,581 
Other receivables 630,223  589,171 
Deferred acquisition costs 6,009,477  5,535,697 
Goodwill 481,791  481,791 
Other assets 832,413  819,630 
Total assets $ 28,051,499  $ 25,986,797 
Liabilities:
Future policy benefits at current discount rates: (at original rates: 2023—$16,984,615; 2022—$16,355,726)
 $ 19,460,353  $ 18,097,341 
Unearned and advance premium 254,567  253,360 
Policy claims and other benefits payable 514,875  509,356 
Other policyholders' funds 236,958  123,236 
Total policy liabilities 20,466,753  18,983,293 
Current and deferred income taxes 494,639  434,649 
Short-term debt 486,113  449,103 
Long-term debt (estimated fair value: 2023—$1,491,229; 2022—$1,440,277)
 1,629,559  1,627,952 
Other liabilities 487,632  542,223 
Total liabilities 23,564,696  22,037,220 
Commitments and Contingencies (Note 5)
Shareholders' equity:
Preferred stock, par value $1 per share—5,000,000 shares authorized; outstanding: 0 in 2023 and 2022
 —  — 
Common stock, par value $1 per share—320,000,000 shares authorized; outstanding: (2023—102,218,183 issued; 2022—105,218,183 issued)
 102,218  105,218 
Additional paid-in-capital 532,474  529,661 
Accumulated other comprehensive income (loss) (2,772,419) (2,790,313)
Retained earnings 7,478,813  6,894,535 
Treasury stock, at cost: (2023—8,426,854 shares; 2022—8,478,288 shares)
 (854,283) (789,524)
Total shareholders' equity 4,486,803  3,949,577 
Total liabilities and shareholders' equity $ 28,051,499  $ 25,986,797 
Prior period amounts have been adjusted for the adoption of ASU 2018-12 on January 1, 2023.
See accompanying Notes to Consolidated Financial Statements.
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Globe Life Inc.
Consolidated Statements of Operations
(Dollar amounts in thousands, except per share data)
Year Ended December 31,
2023 2022 2021
Revenue:
Life premium $ 3,137,244  $ 3,027,824  $ 2,893,930 
Health premium 1,318,773  1,282,417  1,200,882 
Other premium —  1  1 
Total premium 4,456,017  4,310,242  4,094,813 
Net investment income 1,056,884  991,800  956,690 
Realized gains (losses) (65,676) (76,548) 59,319 
Other income 308  1,246  1,216 
Total revenue 5,447,533  5,226,740  5,112,038 
Benefits and expenses:
Life policyholder benefits(1)
 2,050,789  2,035,693  1,898,519 
Health policyholder benefits(2)
 776,362  752,866  721,309 
Other policyholder benefits 37,100  36,875  39,218 
Total policyholder benefits 2,864,251  2,825,434  2,659,046 
Amortization of deferred acquisition costs 379,700  348,824  317,616 
Commissions, premium taxes, and non-deferred acquisition costs 559,167  506,022  455,250 
Other operating expense 347,833  353,954  322,029 
Interest expense 102,316  90,395  83,486 
Total benefits and expenses 4,253,267  4,124,629  3,837,427 
Income before income taxes 1,194,266  1,102,111  1,274,611 
Income tax benefit (expense) (223,511) (207,725) (243,497)
Net income
$ 970,755  $ 894,386  $ 1,031,114 
Basic net income per common share
$ 10.21  $ 9.13  $ 10.10 
Diluted net income per common share
$ 10.07  $ 9.04  $ 9.99 
(1)Net of the total remeasurement, including both the impact of assumption changes and the effect of actual to expected experience adjustments, resulting in gains (losses) of $29.4 million, $(47.4) million and $(11.1) million for the year ended December 31, 2023, 2022 and 2021, respectively.
(2)Net of the total remeasurement, including both the impact of assumption changes and the effect of actual to expected experience adjustments, resulting in gains (losses) of $11.8 million, $15.6 million and $(1.2) million for the year ended December 31, 2023, 2022 and 2021, respectively.










Prior period amounts have been adjusted for the adoption of ASU 2018-12 on January 1, 2023.
See accompanying Notes to Consolidated Financial Statements.
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Globe Life Inc.
Consolidated Statements of Comprehensive Income (Loss)
(Dollar amounts in thousands)

Year Ended December 31,
2023 2022 2021
Net income
$ 970,755  $ 894,386  $ 1,031,114 
Other comprehensive income (loss):
Investments:
Unrealized gains (losses) on fixed maturities:
Unrealized holding gains (losses) arising during period 671,211  (5,332,818) (492,267)
Other reclassification adjustments included in net income 80,238  32,377  (31,710)
Foreign exchange adjustment on fixed maturities recorded at fair value (715) 1,749  4,632 
Total unrealized investment gains (losses) 750,734  (5,298,692) (519,345)
Less applicable tax (expense) benefit (157,658) 1,112,730  109,063 
Unrealized gains (losses) on investments, net of tax 593,076  (4,185,962) (410,282)
Future Policy benefits:
Change in discount rate on future policy benefits (731,883) 7,021,147  1,156,763 
Less applicable tax (expense) benefit 153,696  (1,474,441) (242,920)
Future policy benefit adjustments, net of tax (578,187) 5,546,706  913,843 
Foreign exchange translation:
Foreign exchange translation adjustments, other than securities 8,102  (26,494) (5,131)
Less applicable tax (expense) benefit (1,702) 5,565  1,077 
Foreign exchange translation adjustments, other than securities, net of tax 6,400  (20,929) (4,054)
Pension:
Amortization of pension costs (390) 13,754  20,797 
Plan amendments —  —  (4,565)
Experience gain (loss) (3,907) 119,055  61,299 
Pension adjustments (4,297) 132,809  77,531 
Less applicable tax (expense) benefit 902  (27,889) (16,281)
Pension adjustments, net of tax (3,395) 104,920  61,250 
Other comprehensive income (loss) 17,894  1,444,735  560,757 
Comprehensive income (loss)
$ 988,649  $ 2,339,121  $ 1,591,871 








Prior period amounts have been adjusted for the adoption of ASU 2018-12 on January 1, 2023.
See accompanying Notes to Consolidated Financial Statements.
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Globe Life Inc.
Consolidated Statements of Shareholders' Equity
(Dollar amounts in thousands, except per share data)
Preferred Stock Common Stock Additional Paid-In Capital Accumulated Other Comprehensive Income (Loss) Retained Earnings Treasury Stock Total Shareholders' Equity
Year Ended December 31, 2021
Balance at December 31, 2020
 $ —  $ 113,218  $ 527,435  $ 3,029,244  $ 5,874,109  $ (772,914) $ 8,771,092 
Adoption of ASU 2018-12
 —  —  —  (7,825,049) (12,522) —  (7,837,571)
Balance at January 1, 2021
—  113,218  527,435  (4,795,805) 5,861,587  (772,914) 933,521 
Comprehensive income (loss) —  —  —  560,757  1,031,114  —  1,591,871 
Common dividends declared
($0.79 per share)
 —  —  —  —  (80,247) —  (80,247)
Acquisition of treasury stock —  —  —  —  —  (541,435) (541,435)
Stock-based compensation —  —  12,103  —  —  18,169  30,272 
Exercise of stock options —  —  —  —  (29,398) 99,224  69,826 
Retirement of treasury stock —  (4,000) (18,974) —  (327,323) 350,297  — 
Balance at December 31, 2021 —  109,218  520,564  (4,235,048) 6,455,733  (846,659) 2,003,808 
Year Ended December 31, 2022
Balance at January 1, 2022
—  109,218  520,564  (4,235,048) 6,455,733  (846,659) 2,003,808 
Comprehensive income (loss) —  —  —  1,444,735  894,386  —  2,339,121 
Common dividends declared
($0.83 per share)
 —  —  —  —  (80,956) —  (80,956)
Acquisition of treasury stock —  —  —  —  —  (454,638) (454,638)
Stock-based compensation —  —  29,119  —  (345) 6,876  35,650 
Exercise of stock options —  —  —  —  (29,838) 136,430  106,592 
Retirement of treasury stock —  (4,000) (20,022) —  (344,445) 368,467  — 
Balance at December 31, 2022 —  105,218  529,661  (2,790,313) 6,894,535  (789,524) 3,949,577 
Year Ended December 31, 2023
Balance at January 1, 2023
—  105,218  529,661  (2,790,313) 6,894,535  (789,524) 3,949,577 
Comprehensive income (loss) —  —  —  17,894  970,755  —  988,649 
Common dividends declared
($0.90 per share)
 —  —  —  —  (85,139) —  (85,139)
Acquisition of treasury stock —  —  —  —  —  (511,100) (511,100)
Stock-based compensation —  —  18,466  —  —  12,270  30,736 
Exercise of stock options —  —  —  —  (19,395) 133,475  114,080 
Retirement of treasury stock —  (3,000) (15,653) —  (281,943) 300,596  — 
Balance at December 31, 2023 $ —  $ 102,218  $ 532,474  $ (2,772,419) $ 7,478,813  $ (854,283) $ 4,486,803 







Prior period amounts have been adjusted for the adoption of ASU 2018-12 on January 1, 2023.
See accompanying Notes to Consolidated Financial Statements.
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Globe Life Inc.
Consolidated Statements of Cash Flows
(Dollar amounts in thousands)

Year Ended December 31,
2023 2022 2021
Net income
$ 970,755  $ 894,386  $ 1,031,114 
Adjustments to reconcile net income to cash provided from operations:
Increase (decrease) in future policy benefits 834,366  759,426  645,897 
Increase (decrease) in other policy benefits 5,448  35,638  31,533 
Deferral of policy acquisition costs (850,169) (828,943) (782,488)
Amortization of deferred policy acquisition costs 379,700  348,824  317,616 
Change in current and deferred income taxes 101,448  91,835  147,990 
Realized (gains) losses 65,676  76,548  (59,319)
Other, net (24,799) 44,480  105,337 
Cash provided from (used for) operating activities
1,482,425  1,422,194  1,437,680 
Cash provided from (used for) investing activities:
Investments sold or matured:
Fixed maturities available for sale—sold 602,556  390,392  116,656 
Fixed maturities available for sale—matured or other redemptions 250,652  462,002  310,991 
Mortgage loans 44,004  32,870  31,423 
Other long-term investments 151,262  50,281  4,923 
Total investments sold or matured 1,048,474  935,545  463,993 
Acquisition of investments:
Fixed maturities—available for sale (1,536,409) (1,420,220) (1,004,384)
Mortgage loans (158,823) (77,275) (10,421)
Other long-term investments (155,700) (213,207) (247,875)
Total investments acquired (1,850,932) (1,710,702) (1,262,680)
Net (increase) decrease in policy loans (42,154) (25,232) (5,255)
Net (increase) decrease in short-term investments 32,381  (44,976) 38,637 
Additions to property and equipment (49,553) (27,929) (38,244)
Other investing activities —  —  (56,700)
Investments in low-income housing interests (64,365) (69,721) (53,121)
Cash provided from (used for) investing activities
(926,149) (943,015) (913,370)
Cash provided from (used for) financing activities:
Issuance of common stock 114,080  106,592  69,826 
Cash dividends paid to shareholders (84,116) (80,547) (80,043)
Repayment of debt (165,612) (150,000) (300,000)
Proceeds from issuance of debt 170,000  250,492  325,000 
Payment for debt issuance costs (757) (5,272) (7,687)
Net borrowing (repayment) of commercial paper 32,961  (46,289) 74,974 
Acquisition of treasury stock (511,100) (454,638) (541,435)
Net receipts (payments) from deposit-type products (96,943) (112,791) (64,238)
Cash provided from (used for) financing activities
(541,487) (492,453) (523,603)
Effect of foreign exchange rate changes on cash (4,192) 13,670  (3,391)
Net increase (decrease) in cash 10,597  396  (2,684)
Cash at beginning of year 92,559  92,163  94,847 
Cash at end of year $ 103,156  $ 92,559  $ 92,163 




Prior period amounts have been adjusted for the adoption of ASU 2018-12 on January 1, 2023.
See accompanying Notes to Consolidated Financial Statements.
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Globe Life Inc.
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)

Note 1—Significant Accounting Policies

Business: (Globe Life), (the Company), refers to Globe Life Inc., an insurance holding company incorporated in Delaware in 1979, and Globe Life Inc. subsidiaries and affiliates. Globe Life Inc.'s direct or indirect primary subsidiaries are Globe Life And Accident Insurance Company, American Income Life Insurance Company, Liberty National Life Insurance Company, Family Heritage Life Insurance Company of America, and United American Insurance Company. The underwriting companies are owned by their ultimate corporate parent, Globe Life Inc. (Parent Company).

Globe Life provides a variety of life and supplemental health insurance products and annuities to a broad base of customers. The Company is organized into four reportable segments: life insurance, supplemental health insurance, annuities, and investments.

Globe Life markets its insurance products through a number of distribution channels, each of which sells the products of one or more of Globe Life's insurance segments. Our distribution channels consist of the following exclusive agencies: American Income Life Division (American Income), Liberty National Division (Liberty National) and Family Heritage Division (Family Heritage); an independent agency, United American Division (United American); and our Direct to Consumer Division (DTC).

Basis of Presentation: The accompanying consolidated financial statements of Globe Life have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP), under guidance issued by the Financial Accounting Standards Board (FASB). The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.

Use of Estimates: The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. See further documentation in the significant accounting policies or the accompanying notes.

Principles of Consolidation: The consolidated financial statements include the results of Globe Life Inc. and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. When Globe Life acquires a subsidiary or a block of business, the assets acquired and the liabilities assumed are measured at fair value at the acquisition date. Any excess of acquisition cost over the fair value of net assets is recorded as goodwill. Expenses incurred to effect the acquisition are charged to earnings as of the acquisition date. Upon acquisition, the accounts and results of operations are consolidated as of and subsequent to the acquisition date.

Acquisition: On August 1, 2021, the Company acquired Beazley Benefits, an operating unit of Beazley Insurance Company, Inc. for $59.2 million. In conjunction with this agreement, the Company also executed a 100% coinsurance agreement assuming the remaining inforce business produced by the unit. The acquisition was accounted for under the acquisition method of accounting as required by GAAP. This guidance requires the assets acquired and liabilities assumed be based on their fair values at the acquisition date. The goodwill related to the purchase is due to expected synergies as a result of combining operations with other factors. The results of operations since the acquisition date have been consolidated. The cash flows associated with the purchase are recorded in the Consolidated Statement of Cash Flows in "Other investing activities."

Investments: Globe Life classifies all of its fixed maturity investments as available for sale. Investments classified as available for sale are carried at fair value with unrealized gains and losses, net of taxes, reflected directly in accumulated other comprehensive income (AOCI). Income from investments is recorded in "Net investment income" on the Consolidated Statements of Operations. Gains and losses from sales, maturities, or other redemptions of investments are recorded in "Realized gains (losses)".
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Globe Life Inc.
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)
Gains and losses realized on the disposition of investments are determined on a specific identification basis. Interest income and prepayment fees are recognized when earned. Premiums and discounts are amortized using the effective yield method. When amortized cost of a callable debt security exceeds the first call price, the premium is amortized to the earliest call date. Otherwise, the period of amortization or accretion generally extends from the purchase date to the maturity date.

"Policy loans", which represent loans provided to policyholders using cash values as collateral, are carried at unpaid principal balances.

"Mortgage loans" or commercial mortgage loans, are a type of investment where the mortgage loan is shared among investors, are accounted for as financing receivables. The commercial mortgage loans are managed by a third party. The Company purchased the legal rights to interests in commercial mortgage loans which are secured by properties such as hotels, retail, multiple family, or offices. The commercial mortgage loans typically have a term of 3 years with the option to extend up to 2 years. The commercial mortgage loans are recorded at unpaid principal balance, net of unamortized origination fees and net of allowance for loan losses. Interest income, net of the amortization of origination fees, is recorded in "Net investment income" under the effective yield method. Our unfunded commitment balance to the commercial loan borrowers was $25 million as of December 31, 2023.

"Other long-term investments" include investment funds, equity securities, and real estate. Investments in equity securities are reported at fair value with changes in fair value, net of taxes, reflected directly in "Realized gains (losses)" in the Consolidated Statements of Operations. Investments in real estate are reported at cost less accumulated depreciation. Depreciation is recorded on a straight-line basis over the estimated useful life.

The investment funds consist of limited partnerships whereby the Company has a pro-rata share of ownership ranging from less than 1% to 20%. For each investment, the Company has elected the fair value option, but would have been otherwise accounted for as an equity method investment. The fair value option is assessed for each individual investment and concluded at the inception of the investment.

Each limited partnership investment is evaluated under applicable GAAP to determine if it is a variable interest entity (VIE) and would qualify for consolidation. Only primary beneficiaries are required or allowed to consolidate VIEs. The investments are not consolidated because the Company has no power to control the activities that most significantly affect the economic performance of these entities and therefore the Company is not the primary beneficiary of any of these interests. Globe Life's involvement is limited to its limited partnership interest in the entities. The Company has not provided any other financial support to the entities beyond its commitments to fund its limited partnership interests, and there are no arrangements or agreements with any of the interests to provide other financial support. The maximum loss exposure relative to these interests is limited to their carrying value and future commitments. The Company has approximately 2% of total assets in low-income housing tax credits and certain limited partnerships (investment funds) that qualify as unconsolidated VIEs.

The limited partnership investments are reported at the Company's pro-rata share of the investment fund's net asset value or its equivalent (NAV), as a practical expedient for fair value. Changes in the NAV are recorded in net income and increase the carrying value on the balance sheet. The amount of change in NAV attributable to the net operating results of the fund is recorded in "Net investment income" with the remaining balance of the change reflected in "Realized gains (losses)." Distributions received from the funds reduce the carrying value. Our maximum exposure to loss is equal to the outstanding carrying value and future funding commitments. The Company had $154 million of capital called during the year from existing investment funds, reducing our unfunded commitments. Our unfunded commitments were $744 million as of December 31, 2023.

"Short-term investments" include investments in interest-bearing assets with original maturities of twelve months or less.

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Globe Life Inc.
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)
Fair Value Measurements, Investments in Securities: Globe Life measures the fair value of its "fixed maturities" based on a hierarchy consisting of three levels which indicate the quality of the fair value measurements as described below:
 
•Level 1—fair values are based on quoted prices in active markets for identical assets or liabilities that the Company has the ability to access as of the measurement date.
•Level 2—fair values are based on inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability, or inputs that can otherwise be corroborated by observable market data.
•Level 3—fair values are based on inputs that are considered unobservable where there is little, if any, market activity for the asset or liability as of the measurement date. In this circumstance, the Company has to rely on values derived by independent brokers or internally-developed assumptions. Unobservable inputs are developed based on the best information available to the Company which may include the Company’s own data or bid and ask prices in the dealer market.

Certain investments, such as investment funds, that are measured at fair value using the net asset value per share or its equivalent, as a practical expedient, have not been classified in the fair value hierarchy. The net asset value is provided by general partners or managers.

The great majority of Globe Life's "fixed maturities" are not actively traded and direct quotes are not generally available. Management therefore determines the fair values of these securities after consideration of data provided by third-party pricing services, independent broker/dealers, and other resources. At December 31, 2023, the Company's investments in fixed maturities were primarily composed of the following significant security types: corporate securities, state and municipal securities, U.S. government direct, guaranteed, and government-sponsored enterprises securities. The remaining security types represented approximately 1% of the total in the aggregate.

Approximately 97% of the fair value of "fixed maturities" reported at December 31, 2023 was determined using data provided by third-party pricing services. Prices provided by these services are not binding offers, but are estimated exit values. Third-party pricing services use proprietary pricing models to determine security values by discounting cash flows using a market-adjusted spread to a benchmark yield.

For all asset classes within Globe Life's significant security types, third-party pricing services use a common valuation technique to model the price of the investments using observable market data. The foundation for these models consists of developing yield spreads based on multiple observable market inputs, including but not limited to: benchmark yield curves, actual trading activity, new issue yields, broker-dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids, offers, sector-specific data, economic data, and other inputs that are corroborated in the market. Pricing vendors monitor and review their pricing data continuously with current market and economic data feeds, augmented by ongoing communication within the dealer community.

Using the observable market inputs described above, spreads to an appropriate benchmark yield are further developed by the vendors for each security based on security-specific and/or sector-specific risk factors, such as a security’s terms and conditions (coupon, maturity, and call features), credit rating, sector, liquidity, collateral or other cash flow options, and other factors that could impact the risk of the security. Embedded repayment options, such as call and redemption features, are also taken into account in the pricing models. When the spread is determined, it is added to the security’s benchmark yield. The security's expected cash flows are discounted using this spread-adjusted yield, and the resulting present value of the discounted cash flows is the evaluated price.

When third-party vendor prices are not available, the Company attempts to obtain valuations from other sources, including but not limited to broker/dealers, broker quotes, and prices on comparable securities.

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Globe Life Inc.
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)
When valuations have been obtained for all securities in the portfolio, management reviews and analyzes the prices to ensure their reasonableness, taking into account available and observable information. When two or more valuations are available for a security and the variance between the prices is 10% or less, the close correlation suggests similar observable inputs were used in deriving the price, and the mean of the prices is used. Securities valued in this manner are classified as Level 2. When the variance between two or more valuations for a security exceeds 10%, additional analysis is performed to determine the most appropriate value for that security, using resources such as broker quotes, prices on comparable securities, recent trades, and any other observable market data. Further review is performed on the available valuations to determine if they can be corroborated within reasonable tolerance to any other observable evidence. If one of the valuations or the mean of the available valuations for a security can be corroborated with other observable evidence, then the corroborated value is used and reported as Level 2. The Company uses information and analytical techniques deemed appropriate for determining the point within the range of reasonable fair value estimates that is most representative of fair value under current market conditions. Valuations that cannot be corroborated within a reasonable tolerance are classified as Level 3.

Globe Life invests in a portfolio of private placement fixed maturities. Private placement fixed maturities are generally not an active market. This portfolio is managed by third parties. The portfolio managers provide valuations for the bonds based on a pricing matrix utilizing observable inputs, such as the benchmark treasury rate and published sector indices, and unobservable inputs such as an internally-developed credit rating. If observable inputs cannot be corroborated, the fair values are classified as Level 3. Refer to Note 4—Investments under the caption Quantitative Information about Level 3 Fair Value Measurements.

The fair values for each class of security and by valuation hierarchy level are indicated in Note 4—Investments under the caption Fair value measurements, and Note 10—Postretirement Benefits under the caption Pension Assets.
 
Fair Value Measurements, Other Financial Instruments: Fair values for cash and cash equivalents, short-term investments, short-term debt, receivables, and payables approximate carrying value. Cash and cash equivalents are classified as Level 1. Fair values of commercial mortgage loans are determined based upon expected cash flows discounted at an appropriate risk-adjusted rate and are classified as Level 3. The fair value of investments in limited partnerships that provide low-income housing tax credits is based on discounted projected cash flows and are classified as Level 3. Policy loans are an integral part of Globe Life's subsidiaries’ life insurance policies in force and their fair values cannot be valued separately from the insurance contracts. Investment funds are based on net asset value and are excluded from the fair value hierarchy.

The fair values of Globe Life's long and short-term debt issues are based on the same methodology as investments in fixed maturities. At December 31, 2023, observable inputs were available for these debt securities and as such were classified as Level 2 in the valuation hierarchy. The fair value for each debt instrument as of December 31, 2023 is disclosed in Note 12—Debt.

As described in Note 10—Postretirement Benefits, Globe Life maintains a nonqualified supplemental retirement plan. Accordingly, the assets that support the liability for this plan are considered general assets of the Company. These assets consist of the cash value of corporate-owned life insurance policies (COLI) and exchange traded funds (ETFs). The fair value of the insurance cash values approximates carrying value. Fair values for the ETFs are derived from direct quotes and are considered Level 1 in the fair value hierarchy.

Current Expected Credit Loss Reserve (fixed maturities): At the onset of the evaluation, the Company individually assesses each fixed maturity, on a quarterly basis, to determine whether it intends to sell, or it is more likely than not that it will be required to sell the security before recovery of its amortized cost basis. If either of the criteria are met, the Company will write down the fixed maturity's amortized cost basis to fair value through "Realized gains (losses)".

If neither of the aforementioned criteria are met, the Company will evaluate whether the decline in fair value has resulted from a credit event. The Company will evaluate many factors, as further described below, to determine the present value of the expected cash flows.
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Globe Life Inc.
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)
A credit loss occurs when the present value of the expected cash flows is less than the amortized cost basis. This will result in the recording of an allowance for credit losses as a contra asset account to the amortized cost basis with an offsetting provision for credit losses in "Realized gains (losses)" on the Consolidated Statements of Operations. Additionally, the current expected credit loss (CECL) methodology includes a fair value floor where the allowance for credit loss for a security cannot exceed the difference between fair value and amortized cost. When it is determined that there is not a credit loss, the decline in fair value is recognized in Other Comprehensive Income.

All changes in the allowance for credit losses are recorded as provision for (or reversal of) credit loss expense. Losses recorded to the allowance for credit losses are management's best estimate of the uncollectibility of principal and interest of a fixed maturity.

The evaluation of Globe Life's securities for credit losses is a process that is undertaken at least quarterly and is overseen by a team of investment and accounting professionals. The process for making this determination is highly subjective and involves the careful consideration of many factors. The factors considered include, but are not limited to:
•The Company’s lack of intent to sell the debt security before recovery;
•Whether it is more likely than not the Company will be required to sell prior to maturity;
•The reason(s) for the credit related losses;
•The financial condition of the issuer and the prospects for recovery in fair value of the security;
•Expected future cash flows.

The relative weight given to each of these factors can change over time as facts and circumstances change. In many cases, management believes it is appropriate to give more consideration to prospective factors than to retrospective factors. Prospective factors that are given more weight include prospects for recovery, the Company’s ability and general intent to hold the security until anticipated recovery, and expected future cash flows.
 
Among the facts and information considered in the process are:

•Financial statements of the issuer
•Changes in credit ratings of the issuer
•The value of underlying collateral
•News and information included in press releases issued by the issuer
•News and information reported in the media concerning the issuer
•News and information published by or otherwise provided by securities, economic, or research analysts
•The nature and amount of recent and expected future sources and uses of cash
•Default on a required payment
•Issuer bankruptcy filings

The expected cash flows are determined using judgment and the best information available to the Company. Inputs used to derive expected cash flows generally include expected default rates, current levels of subordination, and estimated recovery rate. The discount rate utilized in the discounted cash flows is the effective interest rate, which is the rate of return implicit in the asset at acquisition.

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Globe Life Inc.
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)
Current Expected Credit Loss Reserve (mortgage loans): The Company evaluates the performance and credit quality of the commercial mortgage loan portfolio at least on a quarterly basis, or as needed, by utilizing common metrics such as loan-to-value or debt-service ratios as well as covenants, local market conditions, borrower quality, and underlying collateral. The fair value of the underlying collateral is based on a third-party appraisal of the property at origination of the loan. The fair value is assessed on an annual basis or more frequently when a loan is materially underperforming, 30 days delinquent, or in technical default. The Company determines the probability of estimated losses for the commercial mortgage loan portfolio on a pool basis each quarter and records an allowance. The allowance for credit losses is based on estimates, historical experience, probability of loss, value of the underlying collateral, and macro factors that affect the collectability of the loan.

If management determines that foreclosure of a particular property is probable, the Company may elect the practical expedient for an individual mortgage loan to estimate the expected credit losses, which are based on the fair value of the property less amortized cost, adjusted for selling and other associated costs. See Note 4 for current activity.
 
Cash: "Cash" consists of balances on hand and on deposit in banks and financial institutions.

Accrued investment income: "Accrued investment income" consists of interest income or dividends earned on the investment portfolio, but which are yet to be received as of the balance sheet date. The Company will write off accrued investment income that is deemed to be uncollectible related to the fixed maturities.

"Accrued investment income" also consists of interest income earned on the commercial mortgage loan portfolio, but which is yet to be received as of the balance sheet date. Accrued investment income will be placed in non-accrual status at the time the loan is 90 days delinquent or otherwise deemed to be uncollectible by management. Any currently accrued investment income will subsequently be written off. As of December 31, 2023, the accrued interest receivable for commercial mortgage loans was $1.7 million. Mortgage loans generally pay interest monthly, therefore accrued interest is typically for a period of less than 30 days.

As a practical expedient, the Company excludes the accrued investment income from the amortized cost basis of the investment and separately reports it in another financial statement line item, "Accrued investment income." Accordingly, the amount will be excluded from disclosures within Note 4—Investments.

Other Receivables: Agent debit balances primarily represent commissions advanced to insurance agents, a common industry practice. These balances are repaid to the Company over time, generally one year, as the premiums associated with the advanced commissions are collected by the Company and a portion of the agents' commissions on such premiums are retained in order to repay the balances. The balances were $501 million at December 31, 2023 and $460 million at December 31, 2022. When an agent sells a policy, commissions are advanced to the agent, and the collection of the advance is made as long as the policy stays in force. While there is a susceptibility to loss should an agent terminate or excessive policy lapses occur, the ability of the Company to continue to collect an agent's commission streams over time from prior sales of policies reduces the Company's exposure to loss.

The Company has a very low inherent risk with regard to the collection of agent debit balances and views these balances as recoverable since they are, in aggregate, less than the estimated present value of future commissions discounted at a conservative rate which includes assumptions for lapses and mortality. The Company’s security, or collateral, is in the form of future commission streams collected over the life of the policies sold by the respective agents, which ultimately revert to the Company in the event an agent is terminated. The Company evaluated the agent debit balances on a pool basis to determine the allowance for credit losses, as the loans have similar characteristics. A provision for credit losses will be recorded in "Realized gains (losses)" on the Consolidated Statements of Operations and the asset balance will be reflected in agent debit balances, net of allowance for credit losses ("Other receivables"). Based on factors considered by management, there were no additional credit losses recorded during the year ended December 31, 2023. As of December 31, 2023, the allowance for credit losses was $1.2 million.

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Globe Life Inc.
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)
Deferred Acquisition Costs: Certain costs of acquiring new insurance business are deferred and recorded as an asset. These costs are capitalized on a grouped contract basis and amortized over the expected term of the related contracts, and are essential for the acquisition of new insurance business. Deferred acquisition costs (DAC) are directly related to the successful issuance of an insurance contract, and primarily include sales commissions, policy issue costs, direct to consumer advertising costs, and underwriting costs. Additionally, DAC includes the value of business acquired (VOBA), which are the costs of acquiring blocks of insurance from other companies or through the acquisition of other companies. These costs represent the difference between the fair value of the contractual insurance assets acquired and liabilities assumed, compared against the assets and liabilities for insurance contracts that the company issues or holds measured in accordance with GAAP.

DAC is amortized on a constant-level basis over the expected term of the grouped contracts, with the related expense included in amortization of deferred acquisition costs on the Consolidated Statements of Operations. The in-force metric used to compute the DAC amortization rate is annualized premium in force. The assumptions used to amortize acquisition costs include mortality, morbidity, and lapses. These assumptions are reviewed at least annually and revised in conjunction with any change in the future policy benefit assumptions. The effect of changes in the assumptions are recognized over the remaining expected contract term as a revision of future amortization amounts.

VOBA is amortized on a basis that is consistent with DAC, as described above, and is subject to periodic recoverability and loss recognition testing to determine if there is a premium deficiency. These tests evaluate whether the present value of future contract-related cash flows will support the capitalized VOBA asset. These cash flows consist primarily of premium income, less benefits and expenses. The present value of these cash flows, less the reserve liability, is then compared with the unamortized balance. In the event the estimated present value of net cash flows is less, the deficiency would be recognized by a charge to earnings and either a reduction of unamortized acquisition costs or an increase in the liability for future benefits. Refer to Note 7—DAC.

Advertising Costs: Costs related to advertising are generally charged to expense as incurred. However, certain Direct to Consumer advertising costs are capitalized when there is a reliable and demonstrated relationship between total costs and future benefits that is a direct result of incurring these costs. Direct to Consumer advertising costs consist primarily of internet advertising costs and the production and distribution costs of direct mail advertising materials, and when capitalized are included as a component of DAC. Additionally, they are amortized in the same manner as other DAC. Direct to Consumer advertising costs charged to earnings and included in commissions, premium taxes, and non-deferred acquisition costs were $19.2 million, $9.4 million, and $10.0 million in 2023, 2022, and 2021, respectively. Unamortized capitalized advertising costs included within DAC were $1.6 billion at December 31, 2023 and $1.5 billion at December 31, 2022.

Goodwill: The excess cost of a business acquired over the fair value of net assets acquired is reported as goodwill. In accordance with the guidance, goodwill is subject to impairment testing on an annual basis, or whenever potential impairment triggers occur. Impairment testing involves the performance of a qualitative analysis, which involves assessing current events and circumstances to determine if it is more likely than not that the fair value of a reporting unit is less than its carrying amount. In the event the fair value is less than the carrying value, further testing is required to determine the amount of impairment, if any. If there is an impairment in the goodwill of any reporting unit, it is written down and charged to earnings in the period of the test. Globe Life tests its goodwill annually as of June 30th for each of the years 2021 through 2023. The Company's goodwill was not impaired in any of those periods.

Low-Income Housing Tax Credit Interests: Globe Life invests in limited partnerships that provide low-income housing tax credits and other related federal income tax benefits to the Company. Globe Life holds passive interests in limited partnerships that provide investment returns through the provision of tax benefits (principally from the transfer of federal or state tax credits related to federal low-income housing). These investments are considered to be VIEs and do not qualify for consolidation. The carrying value of the Company's investment in these entities was $267 million and $315 million at December 31, 2023 and 2022, respectively, and was included in "Other assets" on the Consolidated Balance Sheets. As of December 31, 2023, Globe Life was obligated under future commitments of $72 million, which are recorded in "Other liabilities". For guaranteed investments acquired prior to January 1, 2015, the Company utilizes the effective-yield method of amortization, while the proportional method of amortization is utilized for all non-guaranteed and guaranteed investments acquired on or after January 1, 2015.
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Globe Life Inc.
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)
All net amortization expense and income tax benefits are recorded in "Income tax benefit (expense)" on the Consolidated Statements of Operations.

Property and Equipment: Property and equipment, included in “Other assets,” is reported at cost less accumulated depreciation. Depreciation is recorded primarily on the straight line method over the estimated useful lives of these assets which range from three to fifteen years for equipment and software, and fifteen to forty years for buildings and improvements. Ordinary maintenance and repairs are charged to income as incurred. Impairments, if any, are recorded when certain events and circumstances become evident that the fair value of the asset is less than its carrying amount. Original cost of property and equipment was $455 million at December 31, 2023 and $406 million at December 31, 2022. Accumulated depreciation was $215 million at the end of 2023 and $194 million at the end of 2022. Depreciation expense was $21 million in 2023, $21 million in 2022, and $20 million in 2021. Internally generated software costs are expensed as incurred in the preliminary project phase and post-implementation phase, and are capitalized during the application development stage. Additionally, implementation costs incurred in a hosting arrangement that is a service contract are capitalized. See below for a breakout of the net balance by asset class for the year-ended December 31, 2023 and 2022:
Year Ended December 31,
2023 2022
Property and equipment, net of depreciation:
Company occupied real estate $ 32,566  $ 32,456 
Data processing equipment 198,150  177,173 
Transportation equipment 7,405  12 
Furniture and equipment 1,776  2,090 
$ 239,897  $ 211,731 

Future Policy Benefits: The liability for future policy benefits for traditional and limited-payment long duration life and health products comprises approximately 92% of the total liability for future policy benefits. The liability is determined each reporting period based on the net level premium method. This method requires the liability for future policy benefits be calculated as the present value of estimated future policyholder benefits and the related termination expenses, less the present value of estimated future net premiums to be collected from policyholders. Net level premiums reflect a recomputed net premium ratio using actual experience since the issue date or the Transition Date1, and expected future experience. The liability is accrued as premium revenue is recognized and adjusted for differences between actual and expected experience. Long-duration insurance contracts issued by the Company are grouped into cohorts based on the contract issue year, distribution channel, legal entity, and product type.
Both the present value of expected future benefit payments and the present value of expected future net premiums are based primarily on assumptions of discount rates, mortality, morbidity, and lapses. Each quarter, the Company remeasures its liability for future policy benefits using current discount rates with the effect of the change recognized in Other Comprehensive Income, a component of shareholders’ equity. In addition, the Company recognizes a liability remeasurement gain or loss within the Consolidated Statements of Operations using original discount rates, and relating to actual experience under the net premium calculation, as compared to the prior reporting period assumptions.

The Company regularly reviews its cash flow assumptions (mortality, morbidity, and lapses) used to calculate the change in the liability for future policy benefits. These cash flow assumptions are updated as necessary in the third quarter of every year, or more frequently if suggested by experience. If cash flow assumptions are changed, the net premium ratio is recalculated from the original issue date, or the Transition Date, using actual experience and projected future cash flows. When the expected future net premiums exceed the expected future gross premiums
1 On January 1, 2023, the Company adopted ASU 2018-12, Financial Services - Insurance (Topic 944): Targeted Improvements to the Accounting for Long-Duration Contracts (ASU 2018-12) on a modified retrospective basis as the transition date (Transition Date) of January 1, 2021. For additional information, refer to the 'Accounting Pronouncements Adopted in the Current Year' section below.
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Globe Life Inc.
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)
(capping), or the present value of future policyholder benefits exceeds the present value of expected future gross premiums (flooring), the liability for future policy benefits is adjusted with changes recognized in policyholder benefits on the Consolidated Statements of Operations. The cash flow assumptions do not include an adjustment for adverse deviation. Mortality tables used for individual life insurance include various industry tables and reflect modifications based on Company experience. Morbidity assumptions for individual health are based on Company experience and industry data. Lapse assumptions are based on Company experience.

The liability for future policy benefits is discounted as noted above, using a current upper-medium grade fixed-income instrument yield that reflects the duration characteristics of the liability for future policy benefits. The methodology for determining current discount rates consists of constructing a discount rate curve intended to be reflective of the currency and tenor of the insurance liability cash flows. The methodology is designed to prioritize observable inputs based on market data available in the local debt markets denominated in the same currency as the policies. For the discount rates applicable to tenors for which the single-A debt market is not liquid or there is little or no observable market data, the Company will use estimation techniques consistent with the fair value guidance in ASC 820. We further accrete interest as a component of policyholder benefits using the original discount rate that is locked-in during the year of contract issuance. The original discount rates (or the locked-in discount rates) are used for interest accretion purposes and for the determination of net premiums, whereas the current discount rates are used for purposes of valuing the liability.

The liability for future policy benefits for annuity and interest sensitive life-type products is represented by policy account value. For limited-payment contracts, a deferred profit liability is also recorded, with changes recognized in income over the life of the contract in proportion to the amount of insurance in force. Refer to Note 6—Policy Liabilities.

Reinsurance: In the normal course of business, Globe Life insurance subsidiaries will enter into reinsurance agreements to limit their exposure to the risk of loss as well as enhance their capital position. To qualify for reinsurance accounting in accordance with applicable guidance, the assuming company (reinsurer) must have the “reasonable possibility” that it may realize a “significant loss.” In instances where the ceding company does not transfer significant insurance risk to the reinsurer, deposit accounting is utilized. Any risk charges payable related to reinsurance agreements where deposit accounting is applicable are recorded as an Other Liability. Any balances due to the Company under the terms of the reinsurance agreement are recorded as a reinsurance recoverable within Other Assets on the Consolidated Balance Sheets.

Unearned and Advanced Premium: Premium collected from both life and health policies that have not been earned and recognized in accordance with applicable GAAP. Refer to Recognition of Premium Revenue below.

Policy Claims and Other Benefits Payable: Globe Life establishes a liability for known policy benefits payable and an estimate of claims that have been incurred but not yet reported to the Company. Globe Life makes an estimate of unreported claims after careful evaluation of all information available to the Company. This estimate is based on prior experience and is reviewed quarterly. However, there is no certainty the stated liability for claims and other benefits, including the estimate of unsubmitted claims, will be Globe Life's ultimate obligation. For more information, see Note 8—Liability for Unpaid Claims.

Current and Deferred Income Taxes: Current and deferred income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement book values and tax bases of assets and liabilities. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
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Globe Life Inc.
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)
Postretirement Benefits: Globe Life accounts for its postretirement defined benefit plans by recognizing the funded status of those plans on its Consolidated Balance Sheets in accordance with accounting guidance. Periodic gains and losses attributable to changes in plan assets and liabilities that are not recognized as components of net periodic benefit costs are recognized as components of other comprehensive income, net of tax. The supplemental executive retirement plan is accounted for consistent with the qualified noncontributory pension plan. The assets are included in a Rabbi Trust and recorded in Other Assets on the Consolidated Balance Sheets. More information concerning the accounting and disclosures for postretirement benefits is found in Note 10—Postretirement Benefits.

Treasury Stock: Globe Life accounts for purchases of treasury stock on the cost method. Issuance of treasury stock is accounted for using the weighted-average cost method. More information is found in Note 13—Shareholders' Equity.

Recognition of Premium Revenue and Related Expenses: Premium income for traditional long-duration life and health insurance products is recognized evenly over the contract period and when due from the policyholder. Premiums for short-duration health contracts are recognized as revenue over the contract period in proportion to the insurance protection provided. Premiums for universal life-type and annuity contracts are added to the policy account value, and revenues for such products are recognized as charges to the policy account value for mortality, administration, and surrenders (retrospective deposit method). Life premium includes policy charges of $12.9 million, $13.5 million, and $14.2 million for the years ended December 31, 2023, 2022, and 2021, respectively. Other premium consists of annuity policy charges in each year. For most insurance products, the related benefits and expenses are matched with revenues by means of the provision of future policy benefits and the amortization of DAC in a manner which recognizes profits as they are earned over the revenue recognition period. For limited-payment life insurance products, the profits are recognized over the contract period.
 
Stock-Based Compensation: Globe Life accounts for stock-based compensation by recognizing an expense in the consolidated financial statements based on the “fair value method.” The fair value method requires that a fair value be assigned to a stock option or other stock grant on its grant date and that this value be amortized over the grantees’ service period.

The fair value method requires the use of an option valuation model to value employee stock options. Globe Life has elected to use the Black-Scholes valuation model for option expensing. A summary of assumptions for options granted in each of the three years 2021 through 2023 is as follows:
2023 2022 2021
Volatility factor 23.0  % 22.3  % 21.8  %
Dividend yield 0.7  % 0.8  % 0.8  %
Expected term (in years) 5.10 5.12 5.11
Risk-free rate 4.1  % 1.9  % 0.6  %

The expected term is generally derived from Company experience. However, expected terms are determined based on the simplified method as permitted under the ASC 718, Stock Compensation, topic when Company experience is insufficient. On April 26, 2018, the shareholders approved the Globe Life Inc. 2018 Incentive Plan, formerly the Torchmark Corporation 2018 Incentive Plan (the "2018 Incentive Plan"). The 2018 Incentive Plan replaced all previous plans. The 2018 Incentive Plan allows for option grants for employees with a seven-year contractual term which vest over three years in addition to ten-year grants which vest over five years as permitted by the previous plans. Director grants vest over six months. Volatility and risk-free interest rates are assumed over a period of time consistent with the expected term of the option. Volatility is measured on a historical basis. Monthly data points are utilized to derive volatility for periods three years and longer. Expected dividend yield is based on current dividend yield held constant over the expected term. Once the fair value of an option has been determined, it is amortized on a straight-line basis over the employee’s service period for that grant (from the grant date to the date the grant is fully vested). Expenses for restricted stock and restricted stock units are based on the grant date fair value allocated on a straight-line basis over the service period. Performance share expense is recognized based on management’s estimate of the probability of meeting the metrics identified in the performance share award agreement, assigned to each service period as these estimates develop.
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Globe Life Inc.
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)
 
Stock-based compensation expense is included in “Other operating expense” in the Consolidated Statements of Operations. Globe Life management views all stock-based compensation expense as a Corporate and Other expense and, therefore, presents it as such in its segment analysis. More information concerning the Company's segments is provided in Note 15—Business Segments.

Earnings per Share: Globe Life presents basic and diluted earnings per common share (EPS) on the face of the Consolidated Statements of Operations for income from operations. Basic EPS is computed by dividing income available to common shareholders by the weighted average common shares outstanding for the period. Diluted EPS is calculated by adding to shares outstanding the additional net effect of potentially dilutive securities or contracts, such as stock options, which could be exercised or converted into common shares. For more information on earnings per share, see Note 13—Shareholders' Equity. 

Immaterial Correction of Previously Issued Financial Statements: The Company previously accounted for certain group Medicare supplement policies with termination clauses as long-duration contracts. The termination clause precludes the insurance policies from being guaranteed renewable contracts and accordingly should be accounted for as short-duration contracts. In connection with the adoption of ASU 2018-12, the Company changed this accounting, with corresponding adjustments to DAC, future policy benefits, and retained earnings, resulting in an increase of $26.5 million, net of tax, to the opening retained earnings balance as of January 1, 2021.

The Company also previously presented reinsurance recoverable on a net basis as a component of policy liabilities. In the fourth quarter of 2023, the Company corrected its presentation for reinsurance recoverable to a gross basis as a component of other assets, which resulted in the reclassification of $59.7 million, $82.4 million, and $49.9 million of reinsurance recoverable from liabilities to assets as of December 31, 2022, 2021, and 2020, respectively.

The balance sheet and related footnotes for all periods presented have been adjusted to reflect such changes.

Accounting Pronouncements Adopted in the Current Year: On January 1, 2023, the Company adopted ASU 2018-12 (also referred to as Long Duration Targeted Improvements or LDTI) on a modified retrospective basis as of the transition date (Transition Date) of January 1, 2021. The amended guidance is a significant change to the accounting and disclosure of long-duration life and health insurance contracts. The modified retrospective transition method requires the updated standard be applied to all long-duration life and health contracts, which has resulted in the adjustment of the 2021 and 2022 consolidated financial statements.

The following tables summarize the balance of and changes to the liability for future policy benefits for traditional life and health long-duration contracts on the Transition Date due to the adoption of ASU 2018-12:

Net Liability for Future Policy Benefits - Long Duration Life
American Income DTC Liberty National Other Total
Balance at original discount rates as of December 31, 2020(2)
$ 3,541,426  $ 2,492,226  $ 2,150,829  $ 2,758,558  $ 10,943,039 
Effect of changes in discount rate assumptions 3,334,600  2,195,430  1,229,610  2,325,536  9,085,176 
Effect of capping and flooring(1)
 —  16,899  2,433  2  19,334 
Balance at current discount rates as of January 1, 2021
$ 6,876,026  $ 4,704,555  $ 3,382,872  $ 5,084,096  $ 20,047,549 
Reinsurance recoverable
 $ (109) $ —  $ (10,758) $ (49,455) $ (60,322)
Balance, net of reinsurance, at current discount rates as of January 1, 2021
$ 6,875,917  $ 4,704,555  $ 3,372,114  $ 5,034,641  $ 19,987,227 

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Globe Life Inc.
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)
Net liability for Future Policy Benefits - Long Duration Health
United American Family Heritage Liberty National American Income DTC Total
Balance at original discount rates as of December 31, 2020(2)
$ 88,505  $ 1,390,944  $ 502,952  $ 101,998  $ (2,913) $ 2,081,486 
Effect of changes in discount rate assumptions 123,906  501,748  220,313  60,366  318  906,651 
Effect of capping and flooring(1)
 6,506  —  19,324  —  4,193  30,023 
Balance at current discount rates as of January 1, 2021
218,917  1,892,692  742,589  162,364  1,598  3,018,160 
Reinsurance recoverable
 (5,254) (12,314) (1,961) —  —  (19,529)
Balance, net of reinsurance, at current discount rates as of January 1, 2021
$ 213,663  $ 1,880,378  $ 740,628  $ 162,364  $ 1,598  $ 2,998,631 
(1)When the present value of expected future net premiums exceeds the present value of expected future gross premiums for a given cohort (capping), or the present value of future policy benefits and related termination expenses exceeds the present value of expected future net premiums (flooring), an adjustment is made to the liability for future policy benefits.
(2)The amounts presented herein have been updated to reflect the immaterial correction of an error, as noted above.

The following table presents total policy liabilities, both before and after the Transition Date:
January 1, December 31,
2021(3)
2020(3)
Future policy benefits:
Net liability for future policy benefits—long duration life $ 20,047,549  $ 10,943,039 
Net liability for future policy benefits—long duration health 3,018,160  2,081,486 
Additional insurance liabilities(1),(2)
 2,008,399  2,218,116 
Total future policy benefits 25,074,108  15,242,641 
Unearned and advance premium(1)
 243,612  61,971 
Policy claims and other benefits payable(1)
 476,710  402,693 
Other policyholders' funds(1)
 98,459  97,968 
Total policy liabilities
$ 25,892,889  $ 15,805,273 
(1)In addition to the discount rate related adjustments to future policy benefits, the Company reclassified certain balances within total policy liabilities on the Consolidated Balance Sheets as a result of adopting ASU 2018-12. The reclassifications had an immaterial impact on Shareholders' Equity. See table summarizing the transition adjustments to Shareholders' Equity below.
(2)The Company's additional insurance liabilities consist primarily of: 1) deferred profit liability on limited-payment contracts; and 2) reserves on deferred annuity and interest sensitive life blocks of business. See Note 6—Policy Liabilities for additional information.
(3)The amounts presented herein have been updated to reflect the immaterial correction of an error, as noted above.

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Globe Life Inc.
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)
The following table presents the Company's deferred policy acquisition costs before and after the Transition Date:
January 1, December 31,
2021
2020(1)
Life:
American Income $ 1,647,761  $ 1,647,761 
Direct to Consumer 1,498,970  1,498,435 
Liberty National 531,504  531,504 
Other 304,786  304,459 
Total life 3,983,021  3,982,159 
Health:
United American 65,020  60,580 
Family Heritage 364,751  364,751 
Liberty National 124,754  124,888 
American Income 39,477  39,477 
Direct to Consumer 2,215  6,520 
Total health 596,217  596,216 
Annuity 8,309  3,216 
Total DAC
$ 4,587,547  $ 4,581,591 
(1)The amounts presented herein have been updated to reflect the immaterial correction of an error, as noted above.

In accordance with ASU 2018-12, the Company has adjusted its DAC balance to remove the impact of unrealized gains and losses that were previously recorded in Accumulated Other Comprehensive Income (AOCI) on the Consolidated Statements of Shareholders' Equity. Under prior guidance, the Company included these amounts within its calculation of amortization.

The following table presents the effect of transition adjustments due to the adoption of ASU 2018-12 on shareholders' equity:
Retained Earnings Accumulated Other Comprehensive Income (Loss)
Other(1)
 Total
Shareholders’ Equity, as of December 31, 2020
$ 5,874,109  $ 3,029,244  $ (132,261) $ 8,771,092 
Effect of changes in discount rate assumptions —  (7,829,753) —  (7,829,753)
Effect of capping and flooring (38,992) —  —  (38,992)
Effect of removal of unrealized gain (loss) on DAC —  4,704  —  4,704 
Other adjustments(2)
 26,470  —  —  26,470 
Shareholders’ Equity, as of January 1, 2021
$ 5,861,587  $ (4,795,805) $ (132,261) $ 933,521 
(1)Other represents common stock, additional paid-in capital, and treasury stock, combining balances that were unaffected by the new standard.
(2)Other adjustments relates to an immaterial correction of an error, as noted above.

As of the Transition Date, the primary effects of the changes required by the standard were to AOCI and retained earnings. As seen in the table above, the transition adjustments impacting AOCI consist of the effect of changes in discount rate assumptions and the effect of the removal of unrealized gains (losses) on DAC. The effect of changes in discount rate assumptions is the impact, net of tax, of the Company re-measuring its liability for future policy benefits using current discount rates. As of the Transition Date, we experienced a lower level of current discount rates than the original discount rates used in valuing our future policy benefits under the prior guidance, thus reducing Shareholders' Equity. For the effect of removing unrealized gains (losses) on DAC, this adjustment relates to the requirement to remove unrealized gains (losses) that were included within the amortization calculation, as noted previously.
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Globe Life Inc.
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)

Regarding the impact on retained earnings, when the present value of net premiums exceeds the present value of gross premiums for a given cohort (capping), or the present value of future benefits and related termination expenses exceeds the present value of future gross premiums (flooring), an adjustment is recognized to the liability for future policy benefits. Any blocks of business that require increases in future policy benefits to minimum levels, or that have a net premium ratio greater than 100%, required an adjustment to the opening balance of retained earnings (decrease).

Accounting Pronouncements Yet to be Adopted: ASU No. 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions, adds disclosure requirements specific to equity securities subject to contractual sale restrictions. The disclosures clarify the nature of the contractual sale as well as the duration of the restriction and the circumstances that could cause a lapse in the restriction.

This standard is effective for the Company on January 1, 2024, and will be implemented on a prospective basis. The Company does not expect the standard will have a material impact on the Consolidated Financial Statements.

ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, adds disclosure requirements to segment expenses, improving the financial reporting of the entity’s overall performance and assessment of future cash flows. The disclosures will require more detailed information related to the entity’s reportable segments.

This standard is effective for the Company for annual periods beginning on January 1, 2024 and January 1, 2025 for interim periods, and will be implemented on a retrospective basis. The Company does not expect the standard will have a material impact on the Consolidated Financial Statements.

ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, adds disclosure requirements to disaggregated information related to the effective tax rate reconciliation and information on income taxes paid. The disclosures will enhance the assessment of the entity’s operations and related tax risks.

This standard is effective for the Company for the annual period beginning on January 1, 2025, and will be implemented on a prospective basis. The Company does not expect the standard will have a material impact on the Consolidated Financial Statements.

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Globe Life Inc.
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)
Effect of New Accounting Standards on Previously Reported Results: The impacts from the adoption of ASU 2018-12 on the Company's previously reported results included in these financial statements are as follows:

Consolidated Balance Sheets
December 31, 2022
As Previously Reported
Adoption Impact(1)
 As Adjusted
Assets:
Other receivables $ 484,887  $ 104,284  $ 589,171 
Deferred acquisition costs 5,249,907  285,790  5,535,697 
Liabilities:
Future policy benefits 16,721,846  1,375,495  18,097,341 
Unearned and advance premium 60,742  192,618  253,360 
Policy claims and other benefits payable 430,027  79,329  509,356 
Current and deferred income taxes 686,172  (251,523) 434,649 
Shareholders' equity:
Accumulated other comprehensive income (loss) (1,415,714) (1,374,599) (2,790,313)
Retained earnings 6,466,220  428,315  6,894,535 
(1) In addition to the impact of the adoption, this also includes the immaterial error corrections noted above.

Consolidated Statements of Operations
Year Ended
December 31, 2022		 Year Ended
December 31, 2021
As Previously Reported
Adoption Impact(1)
 As Adjusted As Previously Reported
Adoption Impact(1)
 As Adjusted
Revenue:
Life premium $ 3,023,296  $ 4,528  $ 3,027,824  $ 2,898,210  $ (4,280) $ 2,893,930 
Health premium 1,279,412  3,005  1,282,417  1,201,676  (794) 1,200,882 
Net investment income 987,499  4,301  991,800  952,447  4,243  956,690 
Benefits and expenses:
Life policyholder benefits 2,045,730  (10,037) 2,035,693  2,071,810  (173,291) 1,898,519 
Health policyholder benefits 791,809  (38,943) 752,866  758,745  (37,436) 721,309 
Other policyholder benefits 27,917  8,958  36,875  29,061  10,157  39,218 
Amortization of deferred acquisition costs 624,407  (275,583) 348,824  603,838  (286,222) 317,616 
Commissions, premium taxes, and non-deferred acquisition costs 374,383  131,639  506,022  331,510  123,740  455,250 
Income before income taxes 906,311  195,800  1,102,111  912,390  362,221  1,274,611 
Income tax benefit (expense) (166,607) (41,118) (207,725) (167,431) (76,066) (243,497)
Net income
$ 739,704  $ 154,682  $ 894,386  $ 744,959  $ 286,155  $ 1,031,114 
Basic net income per common share
$ 7.55  $ 1.58  $ 9.13  $ 7.30  $ 2.80  $ 10.10 
Diluted net income per common share
$ 7.47  $ 1.57  $ 9.04  $ 7.22  $ 2.77  $ 9.99 
(1) In addition to the impact of adoption, this also includes the immaterial error corrections noted above.
See Note 1—Significant Accounting Policies, Note 6—Policy Liabilities, and Note 7—DAC for additional information on the adoption.
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Globe Life Inc.
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)
Note 2—Statutory Accounting

Life insurance subsidiaries of Globe Life are required to file statutory financial statements with state insurance regulatory authorities. Accounting principles used to prepare these statutory financial statements differ from GAAP. Consolidated net income and shareholders’ equity (capital and surplus) on a statutory basis for the insurance subsidiaries were as follows:
Net Income Shareholders’ Equity
Year Ended December 31, At December 31,
2023 2022 2021 2023 2022
Life insurance subsidiaries $ 434,952  $ 444,294  $ 373,703  $ 1,660,104  $ 1,632,018 

The excess, if any, of shareholders' equity of the insurance subsidiaries on a GAAP basis over that determined on a statutory basis is not available for distribution by the insurance subsidiaries to the Parent Company without regulatory approval. Insurance subsidiaries’ statutory capital and surplus necessary to satisfy regulatory requirements in the aggregate was $607 million at December 31, 2023. More information on the restrictions on the payment of dividends can be found in Note 13—Shareholders' Equity.
 
The Company's statutory financial statements are presented on the basis of accounting practices prescribed by the insurance department of the state of domicile of each insurance subsidiary. While all states have adopted the National Association of Insurance Commissioners’ (NAIC) statutory accounting practices (NAIC SAP) as the basis for statutory accounting, certain states have retained prescribed practices of their respective insurance code or administrative code which can differ from NAIC SAP. For Globe Life's life insurance companies, there are no significant differences between NAIC SAP and the accounting practices prescribed by the states of domicile.

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Globe Life Inc.
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)
Note 3—Supplemental Information about Changes to Accumulated Other Comprehensive Income

Components of Accumulated Other Comprehensive Income: An analysis of the change in balance by component of Accumulated Other Comprehensive Income is as follows for each of the years 2021 through 2023:
Available for Sale Assets Future Policy Benefits Foreign Exchange Pension Adjustments Total
For the year ended December 31, 2021:
Balance at January 1, 2021 $ 3,175,572  $ (7,829,753) $ 23,302  $ (164,926) $ (4,795,805)
Other comprehensive income (loss) before reclassifications, net of tax (385,231) 913,843  (4,054) 44,819  569,377 
Reclassifications, net of tax (25,051) —  —  16,431  (8,620)
Other comprehensive income (loss) (410,282) 913,843  (4,054) 61,250  560,757 
Balance at December 31, 2021
2,765,290  (6,915,910) 19,248  (103,676) (4,235,048)
For the year ended December 31, 2022:
Other comprehensive income (loss) before reclassifications, net of tax (4,211,540) 5,546,706  (20,929) 94,055  1,408,292 
Reclassifications, net of tax 25,578  —  —  10,865  36,443 
Other comprehensive income (loss) (4,185,962) 5,546,706  (20,929) 104,920  1,444,735 
Balance at December 31, 2022
(1,420,672) (1,369,204) (1,681) 1,244  (2,790,313)
For the year ended December 31, 2023:
Other comprehensive income (loss) before reclassifications, net of tax 529,688  (578,187) 6,400  (3,087) (45,186)
Reclassifications, net of tax 63,388  —  —  (308) 63,080 
Other comprehensive income (loss) 593,076  (578,187) 6,400  (3,395) 17,894 
Balance at December 31, 2023
$ (827,596) $ (1,947,391) $ 4,719  $ (2,151) $ (2,772,419)

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Globe Life Inc.
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)
Reclassification adjustments: Reclassification adjustments out of Accumulated Other Comprehensive Income are presented below for the three years ended December 31, 2023.
   Year Ended December 31, Affected line items in the Statement of Operations
Component Line Item 2023 2022 2021
Unrealized investment (gains) losses on available for sale assets:
Realized (gains) losses $ 84,416  $ 32,165  $ (37,874) Realized (gains) losses
Amortization of (discount) premium (4,178) 212  6,164  Net investment income
Total before tax 80,238  32,377  (31,710)
Tax (16,850) (6,799) 6,659  Income taxes
Total after-tax 63,388  25,578  (25,051)
Pension adjustments:
Amortization of prior service cost 1,075  1,077  631  Other operating expense
Amortization of actuarial (gain) loss (1,465) 12,677  20,166  Other operating expense
Total before tax (390) 13,754  20,797 
Tax 82  (2,889) (4,366) Income taxes
Total after-tax (308) 10,865  16,431 
Total reclassification (after-tax)
$ 63,080  $ 36,443  $ (8,620)

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Globe Life Inc.
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)
Note 4—Investments

Portfolio Composition: Summaries of fixed maturities available for sale by amortized cost, fair value, and allowance for credit losses at December 31, 2023 and 2022, and the corresponding amounts of gross unrealized gains and losses recognized in accumulated other comprehensive income (loss) are as follows. Redeemable preferred stock is included within "Corporates, by sector."
At December 31, 2023

Amortized
Cost		 Allowance for Credit Losses Gross
Unrealized
Gains		 Gross
Unrealized
Losses
Fair
 Value(1)
% of Total
Fixed
Maturities(2)
Fixed maturities available for sale:
U.S. Government direct, guaranteed, and government-sponsored enterprises $ 398,450  $ —  $ 7  $ (32,306) $ 366,151  2 
States, municipalities, and political subdivisions 3,296,305  —  47,346  (403,329) 2,940,322  16 
Foreign governments 44,453  —  1  (10,348) 34,106  — 
Corporates, by sector:
Financial 5,028,151  —  112,368  (388,340) 4,752,179  27 
Utilities 2,017,967  —  73,925  (94,130) 1,997,762  11 
Energy 1,446,480  —  58,637  (62,324) 1,442,793  8 
Other corporate sectors 6,569,646  (7,115) 154,441  (504,523) 6,212,449  35 
Total corporates 15,062,244  (7,115) 399,371  (1,049,317) 14,405,183  81 
Collateralized debt obligations 37,110  —  5,036  —  42,146  — 
Other asset-backed securities 86,352  —  3  (4,057) 82,298  1 
Total fixed maturities
$ 18,924,914  $ (7,115) $ 451,764  $ (1,499,357) $ 17,870,206  100 
(1)Amount reported in the balance sheet.
(2)At fair value.
At December 31, 2022
Amortized
Cost		 Allowance for Credit Losses Gross
Unrealized
Gains		 Gross
Unrealized
Losses
Fair
 Value(1)
% of Total
Fixed
Maturities(2)
Fixed maturities available for sale:
U.S. Government direct, guaranteed, and government-sponsored enterprises $ 394,439  $ —  $ 27  $ (38,968) $ 355,498  2 
States, municipalities, and political subdivisions 2,791,030  —  24,328  (505,447) 2,309,911  14 
Foreign governments 55,164  —  6  (12,706) 42,464  — 
Corporates, by sector:
Financial 4,907,794  —  63,126  (504,489) 4,466,431  27 
Utilities 1,924,190  —  36,670  (125,713) 1,835,147  11 
Energy 1,436,598  —  22,637  (101,923) 1,357,312  8 
Other corporate sectors 6,667,043  —  78,903  (738,772) 6,007,174  37 
Total corporates 14,935,625  —  201,336  (1,470,897) 13,666,064  83 
Collateralized debt obligations 37,098  —  13,266  —  50,364  — 
Other asset-backed securities 88,336  —  4  (9,276) 79,064  1 
Total fixed maturities
$ 18,301,692  $ —  $ 238,967  $ (2,037,294) $ 16,503,365  100 
(1)Amount reported in the balance sheet.
(2)At fair value.
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Globe Life Inc.
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)
The Company has exposure to banks within our fixed maturity portfolio, with an average credit rating of A- . The Company’s bank securities had a fair value of $1.3 billion (7% of the total fixed maturity portfolio) and $1.3 billion (8% of the total fixed maturity portfolio) at December 31, 2023 and December 31, 2022, respectively. Additionally, the Company has exposure to real estate investment trusts with an average rating of BBB+, which had a fair value of $425 million (2% of the total fixed maturity portfolio) and $428 million (3% of the total fixed maturity portfolio) at December 31, 2023 and December 31, 2022, respectively.

A schedule of fixed maturities available for sale by contractual maturity date at December 31, 2023, is shown below on an amortized cost basis, net of allowance for credit losses, and on a fair value basis. Actual disposition dates could differ from contractual maturities due to call or prepayment provisions.
At December 31, 2023
Amortized
Cost, net		 Fair
Value
Fixed maturities available for sale:
Due in one year or less $ 110,352  $ 109,817 
Due after one year through five years 850,072  858,859 
Due after five years through ten years 1,988,461  2,011,887 
Due after ten years through twenty years 8,376,525  8,164,465 
Due after twenty years 7,468,886  6,600,692 
Mortgage-backed and asset-backed securities 123,503  124,486 
$ 18,917,799  $ 17,870,206 

Analysis of investment operations: "Net investment income" for the three years ended December 31, 2023, is summarized as follows:
Year Ended December 31,
2023 2022 2021
Fixed maturities available for sale $ 944,628  $ 910,284  $ 892,421 
Policy loans 49,011  46,586  45,318 
Mortgage loans 19,541  9,719  8,831 
Other long-term investments(1)
 54,655  40,837  27,007 
Short-term investments 6,322  2,156  24 
1,074,157  1,009,582  973,601 
Less investment expense (17,273) (17,782) (16,911)
Net investment income
$ 1,056,884  $ 991,800  $ 956,690 
(1)For the years ended 2023, 2022 and 2021, the investment funds, accounted for under the fair value option method, recorded $52.3 million, $40.3 million, and $26.7 million, respectively, in net investment income. Refer to Other Long-Term Investments below for further discussion on the investment funds.

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Globe Life Inc.
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)
An analysis of "realized gains (losses)" is as follows:
Year Ended December 31,
2023 2022 2021
Realized investment gains (losses):
Fixed maturities available for sale:
Sales and other(1)
 $ (77,301) $ (32,552) $ 34,916 
Provision for credit losses (7,115) 387  2,959 
Fair value option—change in fair value
 15,102  (29,353) 22,918 
Mortgage loans
 (5,603) (963) 1,788 
Other investments 1,792  4,681  (135)
Realized gains (losses) from investments
(73,125) (57,800) 62,446 
Realized loss on redemption of debt
—  —  (9,314)
Other gains (losses)
7,449  (18,748) 6,187 
(65,676) (76,548) 59,319 
Applicable tax 13,792  16,075  (12,457)
Realized gains (losses), net of tax
$ (51,884) $ (60,473) $ 46,862 
(1)For the years ended 2023, 2022 and 2021, the Company recorded $50.9 million, $147.6 million, and $109.2 million of issuer-initiated exchanges of fixed maturities (noncash transactions) that resulted in $(1.9) million, $1.9 million, and $25.2 million, respectively, in realized gains (losses). During the year ended December 31, 2023, the Company sold $66 million in securities relating to holdings in Signature Bank New York and First Republic Bank, which entered receivership during the first half of the year.
An analysis of the net change in unrealized investment gains (losses) is as follows:
Year Ended December 31,
2023 2022 2021
Change in unrealized investment gains (losses) on:
Fixed maturities available for sale $ 750,734  $ (5,298,692) $ (519,345)


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Globe Life Inc.
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)
Selected information about sales of fixed maturities available for sale is as follows:
Year Ended December 31,
2023 2022 2021
Fixed maturities available for sale:
Proceeds from sales(1)
 $ 602,556  $ 390,392  $ 116,656 
Gross realized gains 5,554  1,296  1,848 
Gross realized losses (80,823) (57,996) (12,101)
(1)There were no unsettled sales in the periods ended December 31, 2023, 2022 and 2021.

Fair value measurements: The following tables represent the fair value of fixed maturities measured on a recurring basis at December 31, 2023 and 2022:
Fair Value Measurement at December 31, 2023:
Quoted Prices in
Active Markets
for Identical
Assets (Level 1)		 Significant Other
Observable
Inputs (Level 2)		 Significant
Unobservable
Inputs (Level 3)		 Total Fair
Value
Fixed maturities available for sale
U.S. Government direct, guaranteed, and government-sponsored enterprises $ —  $ 366,151  $ —  $ 366,151 
States, municipalities, and political subdivisions —  2,940,322  —  2,940,322 
Foreign governments —  34,106  —  34,106 
Corporates, by sector:
Financial —  4,621,160  131,019  4,752,179 
Utilities —  1,888,797  108,965  1,997,762 
Energy —  1,432,884  9,909  1,442,793 
Other corporate sectors —  6,007,609  204,840  6,212,449 
Total corporates —  13,950,450  454,733  14,405,183 
Collateralized debt obligations —  —  42,146  42,146 
Other asset-backed securities —  82,298  —  82,298 
Total fixed maturities
$ —  $ 17,373,327  $ 496,879  $ 17,870,206 
Percentage of total —  % 97  % 3  % 100  %
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Globe Life Inc.
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)
Fair Value Measurement at December 31, 2022:
Quoted Prices in
Active Markets
for Identical
Assets (Level 1)		 Significant Other
Observable
Inputs (Level 2)		 Significant
Unobservable
Inputs (Level 3)		 Total Fair
Value
Fixed maturities available for sale
U.S. Government direct, guaranteed, and government-sponsored enterprises $ —  $ 355,498  $ —  $ 355,498 
States, municipalities, and political subdivisions —  2,309,911  —  2,309,911 
Foreign governments —  42,464  —  42,464 
Corporates, by sector:
Financial —  4,332,495  133,936  4,466,431 
Utilities —  1,723,832  111,315  1,835,147 
Energy —  1,346,212  11,100  1,357,312 
Other corporate sectors —  5,785,442  221,732  6,007,174 
Total corporates —  13,187,981  478,083  13,666,064 
Collateralized debt obligations —  —  50,364  50,364 
Other asset-backed securities —  79,064  —  79,064 
Total fixed maturities
$ —  $ 15,974,918  $ 528,447  $ 16,503,365 
Percentage of total —  % 97  % 3  % 100  %

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Globe Life Inc.
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)
The following tables represent changes in fixed maturities measured at fair value on a recurring basis using significant unobservable inputs (Level 3):
Analysis of Changes in Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
Asset-
backed
Securities		 Collateralized
Debt
Obligations		 Corporates Total
Balance at January 1, 2021
$ 12,870  $ 71,598  $ 714,505  $ 798,973 
Included in realized gains / losses
 (82) (6,787) 3,275  (3,594)
Included in other comprehensive income 63  12,447  (20,818) (8,308)
Acquisitions(1)
 —  —  25,000  25,000 
Sales (12,851) (13,213) —  (26,064)
Amortization —  4,505  9  4,514 
Other(2)
 —  (5,045) (80,283) (85,328)
Transfers into Level 3(3)
 —  —  —  — 
Transfers out of Level 3(3)
 —  —  —  — 
Balance at December 31, 2021
—  63,505  641,688  705,193 
Included in realized gains / losses
 —  —  —  — 
Included in other comprehensive income —  (13,771) (91,385) (105,156)
Acquisitions(1)
 —  —  —  — 
Sales —  —  —  — 
Amortization —  4,519  7  4,526 
Other(2)
 —  (3,889) (72,227) (76,116)
Transfers into Level 3(3)
 —  —  —  — 
Transfers out of Level 3(3)
 —  —  —  — 
Balance at December 31, 2022
—  50,364  478,083  528,447 
Included in realized gains / losses
 —  —  —  — 
Included in other comprehensive income —  (8,230) 4,541  (3,689)
Acquisitions(1)
 —  —  —  — 
Sales —  —  —  — 
Amortization —  4,569  155  4,724 
Other(2)
 —  (4,557) (28,046) (32,603)
Transfers into Level 3(3)
 —  —  —  — 
Transfers out of Level 3(3)
 —  —  —  — 
Balance at December 31, 2023
$ —  $ 42,146  $ 454,733  $ 496,879 
Change in unrealized gains or losses for level 3 securities during the period included in accumulated other comprehensive income for assets held at the end of the reporting period:
Asset-
backed
Securities		 Collateralized
Debt
Obligations		 Corporates Total
2021
$ 63  $ 12,447  $ (20,818) $ (8,308)
2022
—  (13,771) (91,385) (105,156)
2023
—  (8,230) 4,541  (3,689)
(1)Acquisitions of Level 3 investments in each of the years 2021 through 2023 are comprised of private placement fixed maturities and equities.
(2)Includes capitalized interest, foreign exchange adjustments, and principal repayments. 
(3)Considered to be transferred at the end of the period. Transfers into Level 3 occur when observable inputs are no longer available. Transfers out of Level 3 occur when observable inputs become available.

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Globe Life Inc.
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)
Transfers between levels within the hierarchy occur when there are changes in the observability of the inputs and market data. Transfers into Level 3 occur when there is little unobservable market activity for the asset/liability as of the measurement date and the Company is required to rely upon internally-developed assumptions or third parties. Transfers out of Level 3 occur when quoted prices in active markets becomes available for identical assets/ liabilities or the ability to corroborate by observable market data.

The following table represents quantitative information about Level 3 fair value measurements:
Quantitative Information about Level 3 Fair Value Measurements
As of December 31, 2023
Fair Value Valuation
Techniques		 Significant Unobservable
Input		 Range
Weighted-
Average(1)
Private placement fixed maturities $ 454,733  Determination of credit spread Credit rating
A+ to CCC+
 BBB
Collateralized debt obligations 42,146  Discounted Cash Flows Discount rate 11.65% 11.65%
$ 496,879 
(1)Unobservable inputs were weighted by the relative fair value of the instruments.

The private placement fixed maturities reported as Level 3, are managed by third-party investment managers. These securities are valued based on the contractual cash flows discounted by a yield determined as a treasury benchmark adjusted for a credit spread. The credit spread is developed from observable indices for similar public fixed maturities and unobservable indices for private fixed maturities for corresponding credit ratings. However, the credit ratings for the securities are considered unobservable inputs, as they are assigned by the third-party investment manager based on a quantitative and qualitative assessment of the credit underwritten. A higher (lower) credit rating would result in a higher (lower) valuation.

The collateral underlying collateralized debt obligations consists primarily of trust preferred securities issued by banks and insurance companies. Collateralized debt obligations are valued at the present value of expected future cash flows using an unobservable discount rate. Expected cash flows are determined by scheduling the projected repayment of the collateral assuming no future defaults, deferrals, or recoveries. The discount rate is risk-adjusted to take these items into account. A significant increase (decrease) in the discount rate will produce a significant decrease (increase) in fair value. Additionally, a significant increase (decrease) in the cash flow expectations would result in a significant increase (decrease) in fair value. For more information regarding valuation procedures, please refer to Note 1—Significant Accounting Policies under the caption Fair Value Measurements, Investments in Securities.

Unrealized Loss Analysis: The following table discloses information about fixed maturities available for sale in an unrealized loss position.
Less than Twelve Months Twelve Months or Longer Total
Number of issues (CUSIPs) held:
As of December 31, 2023 151  1,614  1,765 
As of December 31, 2022 1,819  157  1,976 
 
Globe Life's entire fixed maturity portfolio consisted of 2,473 issues by 980 different issuers at December 31, 2023 and 2,328 issues by 979 different issuers at December 31, 2022. The increase in the number of securities in an unrealized loss position during the years ended December 31, 2023 and 2022 is due to the increase in interest rates. The weighted-average quality rating of all unrealized loss positions at amortized cost was A- as of December 31, 2023 and December 31, 2022.
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Globe Life Inc.
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)
The following tables disclose unrealized investment losses by class and major sector of fixed maturities available for sale at December 31, 2023 and December 31, 2022.

Analysis of Gross Unrealized Investment Losses
At December 31, 2023
Less than Twelve Months Twelve Months or Longer Total
Fair
Value		 Unrealized
Loss		 Fair
Value		 Unrealized
Loss		 Fair
Value		 Unrealized
Loss
Fixed maturities available for sale:
Investment grade securities:
U.S. Government direct, guaranteed, and government-sponsored enterprises $ —  $ —  $ 364,006  $ (32,306) $ 364,006  $ (32,306)
States, municipalities, and political subdivisions 252,800  (3,520) 1,610,163  (399,809) 1,862,963  (403,329)
Foreign governments —  —  32,591  (10,348) 32,591  (10,348)
Corporates, by sector:
Financial 242,099  (6,584) 2,341,424  (339,628) 2,583,523  (346,212)
Utilities 81,194  (648) 686,043  (91,959) 767,237  (92,607)
Energy 18,301  (445) 516,387  (54,398) 534,688  (54,843)
Other corporate sectors 173,272  (3,436) 3,801,440  (475,613) 3,974,712  (479,049)
Total corporates 514,866  (11,113) 7,345,294  (961,598) 7,860,160  (972,711)
Collateralized debt obligations —  —  —  —  —  — 
Other asset-backed securities —  —  70,956  (3,648) 70,956  (3,648)
Total investment grade securities 767,666  (14,633) 9,423,010  (1,407,709) 10,190,676  (1,422,342)
Below investment grade securities:
Corporates, by sector:
Financial 25,563  (2,602) 151,190  (39,526) 176,753  (42,128)
Utilities —  —  19,654  (1,523) 19,654  (1,523)
Energy —  —  37,171  (7,481) 37,171  (7,481)
Other corporate sectors 10,745  (199) 108,526  (25,275) 119,271  (25,474)
Total corporates 36,308  (2,801) 316,541  (73,805) 352,849  (76,606)
Collateralized debt obligations —  —  —  —  —  — 
Other asset-backed securities —  —  11,288  (409) 11,288  (409)
Total below investment grade securities 36,308  (2,801) 327,829  (74,214) 364,137  (77,015)
Total fixed maturities
$ 803,974  $ (17,434) $ 9,750,839  $ (1,481,923) $ 10,554,813  $ (1,499,357)

Gross unrealized losses may fluctuate quarter over quarter due to adverse factors in the market that affect our holdings, such as changes in interest rates or credit spreads. The Company considers many factors when determining whether an allowance for a credit loss should be recorded. While the Company holds securities that may be in an unrealized loss position from time to time, Globe Life does not generally intend to sell and it is unlikely that the Company will be required to sell the fixed maturities prior to their anticipated recovery or maturity due to the strong cash flows generated by its insurance operations.

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Globe Life Inc.
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)
Analysis of Gross Unrealized Investment Losses
At December 31, 2022
Less than Twelve Months Twelve Months or Longer Total
Fair
Value		 Unrealized
Loss		 Fair
Value		 Unrealized
Loss		 Fair
Value		 Unrealized
Loss
Fixed maturities available for sale:
Investment grade securities:
U.S. Government direct, guaranteed, and government-sponsored enterprises $ 349,887  $ (38,218) $ 3,424  $ (750) $ 353,311  $ (38,968)
States, municipalities, and political subdivisions 1,767,624  (453,149) 95,124  (52,298) 1,862,748  (505,447)
Foreign governments 6,297  (201) 25,134  (12,505) 31,431  (12,706)
Corporates, by sector:
Financial 2,837,918  (426,132) 109,784  (42,173) 2,947,702  (468,305)
Utilities 1,088,219  (116,272) 21,636  (6,268) 1,109,855  (122,540)
Energy 855,853  (91,755) —  —  855,853  (91,755)
Other corporate sectors 4,155,986  (665,831) 94,299  (42,344) 4,250,285  (708,175)
Total corporates 8,937,976  (1,299,990) 225,719  (90,785) 9,163,695  (1,390,775)
Collateralized debt obligations —  —  —  —  —  — 
Other asset-backed securities 60,157  (5,223) 7,960  (2,435) 68,117  (7,658)
Total investment grade securities 11,121,941  (1,796,781) 357,361  (158,773) 11,479,302  (1,955,554)
Below investment grade securities:
Corporates, by sector:
Financial 120,377  (18,901) 38,348  (17,283) 158,725  (36,184)
Utilities 27,722  (3,173) —  —  27,722  (3,173)
Energy 14,480  (2,182) 20,075  (7,986) 34,555  (10,168)
Other corporate sectors 166,159  (25,962) 6,670  (4,635) 172,829  (30,597)
Total corporates 328,738  (50,218) 65,093  (29,904) 393,831  (80,122)
Collateralized debt obligations —  —  —  —  —  — 
Other asset-backed securities —  —  10,874  (1,618) 10,874  (1,618)
Total below investment grade securities 328,738  (50,218) 75,967  (31,522) 404,705  (81,740)
Total fixed maturities
$ 11,450,679  $ (1,846,999) $ 433,328  $ (190,295) $ 11,884,007  $ (2,037,294)

Gross unrealized losses decreased from $2.04 billion at December 31, 2022 to $1.50 billion at December 31, 2023, a decrease of $538 million. The decrease in the gross unrealized losses from the prior year was primarily attributable to the decrease in market interest rates.

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Globe Life Inc.
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)
Fixed Maturities, Allowance for Credit Losses: A summary of the activity in the allowance for credit losses is as follows. Refer to Note 1 for factors considered in the recording of the allowance for credit losses.
Year Ended December 31,
2023 2022
Allowance for credit losses beginning balance
$ —  $ 387 
Additions to allowance for which credit losses were not previously recorded 72,508  — 
Additions (reductions) to allowance for fixed maturities that previously had an allowance (65,393) — 
Reduction of allowance for which the Company intends to sell or more likely than not will be required to sell or sold during the period —  (387)
Allowance for credit losses ending balance
$ 7,115  $ — 

As of December 31, 2023 and December 31, 2022, the Company did not have any fixed maturities in non-accrual status. During the year ended December 31, 2023, the Company sold $66 million in securities for which there was a provision for credit losses relating to holdings in Signature Bank New York and First Republic Bank, which entered receivership during the first half of the year.

Concentrations of Credit Risk: Globe Life maintains a diversified investment portfolio with limited concentration in any given issuer. At December 31, 2023, the investment portfolio, at fair value, consisted of the following:
Investment grade fixed maturities:
Corporates 71  %
States, municipalities, and political subdivisions 15 
U.S. Government direct, guaranteed, and government-sponsored enterprises 2 
Other 1 
Below investment grade fixed maturities:
Corporates 2 
91 
Other
Policy loans, which are secured by the underlying insurance policy values 3 
Other investments 6 
100  %

As of December 31, 2023, state and municipal governments represented 15% of invested assets at fair value. Such investments are made throughout the U.S. At December 31, 2023, the state and municipal bond portfolio at fair value was invested in securities issued within the following states: Texas (19%), California (9%), New York (7%), Florida (5%), and Pennsylvania (4%). Otherwise, there was no concentration within any given state greater than 4%.

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Globe Life Inc.
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)
Corporate fixed maturities represent 73% of Globe Life's invested assets. These investments are spread across a wide range of industries. Below are the ten largest industry concentrations held in the portfolio of corporate fixed maturities at December 31, 2023, based on fair value:
Insurance 16  %
Electric utilities 10 
Banks 9 
Oil and natural gas pipelines 6 
Chemicals 5 
Transportation 4 
Telecommunications 4 
Food 3 
Diversified financial services 3 
Real estate investment trusts 3 

At December 31, 2023, 2% of invested assets at fair value were represented by fixed maturities rated below investment grade. Par value of these investments was $646 million, amortized cost was $530 million, and fair value was $459 million. While these investments could be subject to additional credit risk, such risk should generally be reflected in their fair value.

Securities, cash, and short-term investments held on deposit with various state and federal regulatory authorities had an amortized cost and fair value, respectively, of $1.0 billion and $983 million at December 31, 2023 and $975 million and $889 million at December 31, 2022.

Mortgage Loans (commercial mortgage loans): Summaries of commercial mortgage loans by property type and geographical location at December 31, 2023 and 2022 are as follows:
2023 2022
Carrying Value % of Total Carrying Value % of Total
Property type:
Multi-family $ 116,299  42  $ 42,232  23 
Industrial 57,267  20  27,248  15 
Hospitality 43,897  16  27,796  15 
Mixed use 34,749  12  62,375  34 
Retail 23,925  9  15,342  9 
Office 6,734  2  8,101  5 
Total recorded investment 282,871  101  183,094  101 
Less allowance for credit losses (3,672) (1) (1,789) (1)
Carrying value, net of allowance for credit losses
$ 279,199  100  $ 181,305  100 
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Globe Life Inc.
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)
2023 2022
Carrying Value % of Total Carrying Value % of Total
Geographic location:
California $ 54,721  20  $ 64,477  36 
Florida 48,233  17  33,182  18 
Texas 45,111  16  22,905  13 
New Jersey 44,574  16  —  — 
New York 20,284  7  19,167  11 
Massachusetts 14,979  5  —  — 
Other 54,969  20  43,363  23 
Total recorded investment 282,871  101  183,094  101 
Less allowance for credit losses (3,672) (1) (1,789) (1)
Carrying value, net of allowance for credit losses
$ 279,199  100  $ 181,305  100 

The following tables are reflective of the key factors, debt service coverage ratios, and loan-to-value ratios (LTVs) that are utilized by management to monitor the performance of the portfolios. The Company only makes new investments in commercial mortgage loans that have a LTV ratio less than 80%. Generally, a higher LTV ratio and a lower debt service coverage ratio can potentially equate to higher risk of loss.

December 31, 2023
Recorded Investment
Debt Service Coverage Ratios(1)
<1.00x 1.00x—1.20x >1.20x Total
% of Gross Total
Loan-to-value ratio(2):
Less than 70% $ 27,091  $ 180,761  $ 58,364  $ 266,216  94 
70% to 80% —  —  —  —  — 
81% to 90% 8,468  —  1,153  9,621  3 
Greater than 90% 7,034  —  —  7,034  3 
Total $ 42,593  $ 180,761  $ 59,517  282,871  100 
Less allowance for credit losses (3,672)
Total, net of allowance for credit losses
$ 279,199 
(1)Annual net operating income divided by annual mortgage debt service (principal and interest).
(2)Loan balance divided by appraised value at origination, including planned renovations and stabilized occupancy, at origination. Updated internal valuations are used when a loan is materially underperforming.

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Globe Life Inc.
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)
December 31, 2022
Recorded Investment
Debt Service Coverage Ratios(1)
<1.00x 1.00x—1.20x >1.20x Total
% of Gross Total
Loan-to-value ratio(2):
Less than 70% $ 24,221  $ 108,156  $ 12,018  $ 144,395  79 
70% to 80% —  22,120  1,238  23,358  13 
81% to 90% 8,307  —  —  8,307  4 
Greater than 90% 7,034  —  —  7,034  4 
Total $ 39,562  $ 130,276  $ 13,256  183,094  100 
Less allowance for credit losses (1,789)
Total, net of allowance for credit losses
$ 181,305 
(1)Annual net operating income divided by annual mortgage debt service (principal and interest).
(2)Loan balance divided by appraised value at origination, including planned renovations and stabilized occupancy, at origination. Updated internal valuations are used when a loan is materially underperforming.

As of December 31, 2023, the Company evaluated the commercial mortgage loan portfolio on a pool basis to determine the allowance for credit losses. At the end of the period, the Company had 28 loans in the portfolio. For the year ended December 31, 2023, the allowance for credit losses increased by $1.9 million to $3.7 million. Additionally, there was one foreclosure that resulted in a $2.9 million after tax realized loss during the period. The provision for credit losses is included in "Realized gains (losses)" in the Consolidated Statements of Operations.
Year Ended December 31,
2023 2022
Allowance for credit losses beginning balance
$ 1,789  $ 827 
Provision (reversal) for credit losses 1,883  962 
Allowance for credit losses ending balance
$ 3,672  $ 1,789 
There were no delinquent commercial mortgage loans as of December 31, 2023 and December 31, 2022. As of December 31, 2023 and December 31, 2022, the Company had no commercial mortgage loans in non-accrual status. The Company's unfunded commitment balance to commercial loan borrowers was $25 million as of December 31, 2023.

Other Long-Term Investments: Other long-term investments consist of the following assets:
December 31,
2023 2022
Investment funds $ 795,583  $ 768,689 
Other 40,295  26,022 
Total
$ 835,878  $ 794,711 
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Globe Life Inc.
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)
The following table presents additional information about the Company's investment funds as of December 31, 2023 and December 31, 2022 at fair value:
Fair Value Unfunded Commitments
Investment Category 2023 2022 2023
Redemption Term/Notice(1)
Commercial mortgage loans $ 411,315  $ 431,405  $ 540,972  Fully redeemable and non-redeemable with varying terms.
Opportunistic and private credit
 181,410  158,524  129,253  Fully redeemable and non-redeemable with varying terms.
Infrastructure 165,887  159,534  16,800  Fully redeemable and non-redeemable with varying terms.
Other 36,971  19,226  57,343  Non-redeemable with varying terms
Total investment funds $ 795,583  $ 768,689  $ 744,368 
(1) Non-redeemable funds generally have an expected life of 7 to 12 years from fund closing with extension options of 1 to 4 years. Redemptions are paid out throughout the life of the funds at the General Partner's discretion. Redeemable funds can generally be redeemed over 6 to 36 months upon request from limited partners.

The Company had $154 million of capital called during the year from existing investment funds, as compared to $201 million in 2022.


Note 5—Commitments and Contingencies

Reinsurance: Insurance affiliates of Globe Life reinsure a portion of insurance risk that is in excess of their retention limits. Current retention limits for new business written on ordinary life insurance range up to $500 thousand per life. Life insurance ceded represented 0.3% of total life insurance in force at December 31, 2023 and 2022. Insurance ceded on life and accident and health products represented 0.2% of premium income for 2023 and 2022. The insurance affiliates of Globe Life would be liable for the reinsured risks ceded to other companies to the extent that such reinsuring companies are unable to meet their obligations.
 
Insurance affiliates also assume insurance risks of other external companies. Life reinsurance assumed represented 0.9% and 1.0% of life insurance in force at December 31, 2023 and 2022, respectively, and reinsurance assumed on life and accident and health products represented 1.3% and 1.5% of premium income for 2023 and 2022, respectively.

Leases: Globe Life primarily leases office space, aviation equipment, and other equipment under a variety of operating lease arrangements.

Rental expense for the three years ended December 31, 2023 is as follows:
Year Ended December 31,
2023 2022 2021
Rental expense $ 3,519  $ 4,239  $ 4,674 

Future minimum rental commitments required under operating leases having remaining noncancelable lease terms in excess of one year at December 31, 2023 were as follows:
Year Ended December 31,
2024 2025 2026 2027 2028 Thereafter
Operating lease commitments $ 3,390  $ 1,840  $ 1,606  $ 1,140  $ 760  $ 4,652 

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Globe Life Inc.
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)
Purchase Commitments: Globe Life has various long-term noncancelable purchase commitments as well as commitments to provide capital for low-income housing tax credit interests. See further discussion related to tax credits in Note 1—Significant Accounting Policies.

Year Ended December 31,
2024 2025 2026 2027 2028 Thereafter
Purchase commitments $ 61,399  $ 21,752  $ 14,055  $ 16,380  $ 13,089  $ 210,508 

Investments: Globe Life is committed to invest under certain contracts related to investments in limited partnerships. See Note 4—Investments for unfunded commitment table.

Guarantees: At December 31, 2023, Globe Life had in place three guarantee agreements which were either Parent Company guarantees of subsidiary obligations to a third party or Parent Company guarantees of obligations between wholly-owned subsidiaries. As of December 31, 2023, Globe Life had no liability with respect to these guarantees.
 
Letters of Credit: Globe Life has guaranteed letters of credit in connection with its credit facility with a group of banks as disclosed in Note 12—Debt. The letters of credit were issued by TMK Re, Ltd., a wholly-owned subsidiary, to secure TMK Re, Ltd.’s obligation for claims on certain policies reinsured by TMK Re, Ltd. that were sold by other Globe Life insurance companies. These letters of credit facilitate TMK Re, Ltd.’s ability to reinsure the business of Globe Life's insurance carriers. The agreement was amended on September 30, 2021 and now expires in 2026. The maximum amount of letters of credit available is $250 million. The Parent Company would be liable to the extent that TMK Re, Ltd. does not pay the reinsured party. On March 29, 2023, the letters of credit were amended to reduce the current amount outstanding to $115 million from $125 million outstanding.

Equipment leases: Globe Life has guaranteed performance of certain of its subsidiaries as lessees under two aviation leasing arrangements. At December 31, 2023, total remaining undiscounted payments under the leases were approximately $1 million. The Parent Company would be responsible for any subsidiary obligation in the event the subsidiary did not make payments or otherwise perform under the terms of the lease.

Unclaimed Property Audits: Globe Life subsidiaries are currently the subject of audits regarding the identification, reporting and escheatment of unclaimed property arising from life insurance policies and a limited number of annuity contracts. These audits are being conducted by private entities that have contracted with forty-seven states through their respective Departments of Revenue, and have not resulted in any financial assessment from any state nor indicated any liability. The audits are wide-ranging and seek large amounts of data regarding claims handling, procedures, and payments of contract benefits arising from unreported death claims. No estimate of range can be made at this time for loss contingencies related to possible administrative penalties or amounts that could be payable to the states for the escheatment of abandoned property.

Litigation: Globe Life Inc. and its subsidiaries, in common with the insurance industry in general, are subject to litigation, including: putative class action litigation; alleged breaches of contract; torts, including bad faith and fraud claims based on alleged wrongful or fraudulent acts of agents of the Parent Company's insurance subsidiaries; alleged employment discrimination; alleged worker misclassification; and miscellaneous other causes of action. Based upon information presently available, and in light of legal and other factual defenses available to the Parent Company and its subsidiaries, management does not believe that it is reasonably possible that such litigation will have a material adverse effect on Globe Life's financial condition, future operating results or liquidity; however, assessing the eventual outcome of litigation necessarily involves forward-looking speculation as to judgments to be made by judges, juries and appellate courts in the future. This bespeaks caution, particularly in states with reputations for high punitive damage verdicts.

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Globe Life Inc.
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)
On April 4, 2023, putative class action litigation was filed against National Income Life Insurance Company (“National Income”) in New York Supreme Court by plaintiffs Melissa K. Goppert, Sarah Valente, James O’Neill, Jennifer Abe, and Emily Herendeen (“Plaintiffs”) (Goppert, et al. v. National Income Life Insurance Company, Index No. 153096/2023). Plaintiffs are former National Income independent sales agents who allege they should have been classified as employees and assert claims under New York state law on behalf of a putative class of former independent sales agents and individuals who trained to become independent sale agents since March 2017. Plaintiffs make claims under New York’s Minimum Wage Law (NYLL § 633 and 12 NYCRR § 142-2.1); Overtime Compensation Law (NYLL § 633 and 12 NYCRR § 142-2.2); and “Spread of Hours” Law (12 NYCRR § 142-2.4) for the alleged failure to pay minimum wages and overtime pay, including for time spent in training, and attorney’s fees and costs. National Income filed a motion to compel arbitration of each Plaintiff’s claims on an individual basis, which the Court granted in full on January 11, 2024, and on February 7, 2024, Plaintiffs filed a notice of appeal of the Court’s order.

On September 1, 2023, plaintiff Miné Caglar Cost (“Plaintiff") filed a complaint against American Income Life Insurance Company (“American Income”) in the Superior Court of the State of California for the County of Los Angeles, asserting a single claim for violation of the Private Attorneys General Act (“PAGA”) (Cost v. American Income Life Insurance Company, et al., Case No. 23SMCV04113).

Plaintiff is a former California independent insurance sales agent who alleges one cause of action for civil penalties under PAGA arising out of alleged violations of the wage-and-hour provisions of the California Labor Code stemming from American Income’s alleged misclassification of Plaintiff and other California-based sales agents as independent contractors. American Income filed a motion to compel arbitration on an individual basis and stay the representative component of Plaintiff’s claims, to which Plaintiff stipulated. On December 12, 2023, the Court approved the parties’ stipulation to compel the matter to individual arbitration and stayed the case pending the completion of the individual arbitration.
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Globe Life Inc.
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)
Note 6—Policy Liabilities

The liability for future policy benefits is determined based on the net level premium method, which requires the liability be calculated as the present value of estimated future policyholder benefits and the related termination expenses, less the present value of estimated future net premiums to be collected from policyholders.

The following tables summarize balances and changes in the net liability for future policy benefits, before reinsurance, for traditional life long-duration contracts for the three years ended December 31, 2023.

Life
Present value of expected future net premiums
American Income DTC Liberty National Other Total
Balance at January 1, 2021
$ 4,498,278  $ 7,028,713  $ 1,327,203  $ 571,165  $ 13,425,359 
Beginning balance at original discount rates 3,263,663  4,963,806  967,173  393,287  9,587,929 
Effect of changes in assumptions on future cash flows
 5,854  18,076  5,104  2,499  31,533 
Effect of actual variances from expected experience 43,249  7,439  61,583  (1,592) 110,679 
Adjusted balance at January 1, 2021
3,312,766  4,989,321  1,033,860  394,194  9,730,141 
Issuances(1)
 866,716  860,279  77,272  43,978  1,848,245 
Interest accrual(2)
 169,543  267,314  51,274  20,806  508,937 
Net premiums collected(3)
 (443,095) (583,173) (122,164) (42,837) (1,191,269)
Effect of changes in the foreign exchange rate 168  —  —  —  168 
Ending balance at original discount rates 3,906,098  5,533,741  1,040,242  416,141  10,896,222 
Effect of change from original to current discount rates 1,019,094  1,731,164  292,227  143,831  3,186,316 
Balance at December 31, 2021
$ 4,925,192  $ 7,264,905  $ 1,332,469  $ 559,972  $ 14,082,538 
Balance at January 1, 2022
$ 4,925,192  $ 7,264,905  $ 1,332,469  $ 559,972  $ 14,082,538 
Beginning balance at original discount rates 3,906,098  5,533,741  1,040,242  416,141  10,896,222 
Effect of changes in assumptions on future cash flows
 34,266  79,571  17,719  35,214  166,770 
Effect of actual variances from expected experience (121,230) (264,286) (20,027) (10,929) (416,472)
Adjusted balance at January 1, 2022
3,819,134  5,349,026  1,037,934  440,426  10,646,520 
Issuances(1)
 760,857  663,790  104,982  31,815  1,561,444 
Interest accrual(2)
 176,102  273,494  51,326  21,150  522,072 
Net premiums collected(3)
 (491,168) (605,446) (128,119) (44,182) (1,268,915)
Effect of changes in the foreign exchange rate (18,202) —  —  —  (18,202)
Ending balance at original discount rates 4,246,723  5,680,864  1,066,123  449,209  11,442,919 
Effect of change from original to current discount rates 26,433  229,360  28,284  21,532  305,609 
Balance at December 31, 2022
$ 4,273,156  $ 5,910,224  $ 1,094,407  $ 470,741  $ 11,748,528 
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Globe Life Inc.
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)
Life
Present value of expected future net premiums
American Income DTC Liberty National Other Total
Balance at January 1, 2023
$ 4,273,156  $ 5,910,224  $ 1,094,407  $ 470,741  $ 11,748,528 
Beginning balance at original discount rates 4,246,723  5,680,864  1,066,123  449,209  11,442,919 
Effect of changes in assumptions on future cash flows
 14,265  36,170  5,178  8,419  64,032 
Effect of actual variances from expected experience (155,293) (306,004) (40,961) (18,441) (520,699)
Adjusted balance at January 1, 2023
4,105,695  5,411,030  1,030,340  439,187  10,986,252 
Issuances(1)
 733,702  579,363  127,048  27,959  1,468,072 
Interest accrual(2)
 200,363  287,615  54,147  22,804  564,929 
Net premiums collected(3)
 (521,521) (613,749) (133,704) (46,001) (1,314,975)
Effect of changes in the foreign exchange rate 5,090  —  —  —  5,090 
Ending balance at original discount rates 4,523,329  5,664,259  1,077,831  443,949  11,709,368 
Effect of change from original to current discount rates 158,559  388,392  51,885  34,103  632,939 
Balance at December 31, 2023
$ 4,681,888  $ 6,052,651  $ 1,129,716  $ 478,052  $ 12,342,307 
(1)Issuances represent the present value, using the original discount rate, of the expected future policy benefits related to new policies issued during each respective period.
(2)The interest accrual is the interest earned on the beginning present value of the expected net premiums, as well as the interest on actual net premiums earned during the period, using the original interest rate.
(3)Net premiums collected represent the product of the current period net premium ratio, and the gross premiums collected during the period on the in-force business.

Life
Present value of expected future policy benefits
American Income DTC Liberty National Other Total
Balance at January 1, 2021
$ 11,374,299  $ 11,733,268  $ 4,710,075  $ 5,655,261  $ 33,472,903 
Beginning balance at original discount rates 6,805,088  7,472,930  3,120,435  3,151,846  20,550,299 
Effect of changes in assumptions on future cash flows 6,584  20,319  5,837  2,850  35,590 
Effect of actual variances from expected experience 45,921  13,675  62,981  (3,040) 119,537 
Adjusted balance at January 1, 2021
6,857,593  7,506,924  3,189,253  3,151,656  20,705,426 
Issuances(1)
 866,707  860,279  77,272  43,978  1,848,236 
Interest accrual(2)
 389,384  421,762  168,794  189,778  1,169,718 
Benefit payments(3)
 (370,275) (631,706) (229,155) (118,106) (1,349,242)
Effect of changes in the foreign exchange rate 792  —  —  —  792 
Ending balance at original discount rates 7,744,201  8,157,259  3,206,164  3,267,306  22,374,930 
Effect of change from original to current discount rates 4,029,318  3,702,149  1,336,533  2,221,378  11,289,378 
Balance at December 31, 2021
$ 11,773,519  $ 11,859,408  $ 4,542,697  $ 5,488,684  $ 33,664,308 
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Globe Life Inc.
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)
Life
Present value of expected future policy benefits
American Income DTC Liberty National Other Total
Balance at January 1, 2022
$ 11,773,519  $ 11,859,408  $ 4,542,697  $ 5,488,684  $ 33,664,308 
Beginning balance at original discount rates 7,744,201  8,157,259  3,206,164  3,267,306  22,374,930 
Effect of changes in assumptions on future cash flows 48,534  104,910  33,457  39,725  226,626 
Effect of actual variances from expected experience (127,626) (259,285) (18,535) (12,787) (418,233)
Adjusted balance at January 1, 2022
7,665,109  8,002,884  3,221,086  3,294,244  22,183,323 
Issuances(1)
 760,856  663,786  105,006  31,815  1,561,463 
Interest accrual(2)
 410,201  433,611  169,578  195,792  1,209,182 
Benefit payments(3)
 (382,142) (622,389) (222,690) (118,147) (1,345,368)
Effect of changes in the foreign exchange rate (44,263) —  —  —  (44,263)
Ending balance at original discount rates 8,409,761  8,477,892  3,272,980  3,403,704  23,564,337 
Effect of change from original to current discount rates 709,343  747,559  156,276  572,446  2,185,624 
Balance at December 31, 2022
$ 9,119,104  $ 9,225,451  $ 3,429,256  $ 3,976,150  $ 25,749,961 
Balance at January 1, 2023
$ 9,119,104  $ 9,225,451  $ 3,429,256  $ 3,976,150  $ 25,749,961 
Beginning balance at original discount rates 8,409,761  8,477,892  3,272,980  3,403,704  23,564,337 
Effect of changes in assumptions on future cash flows 13,344  34,407  6,156  11,661  65,568 
Effect of actual variances from expected experience (164,900) (318,687) (46,341) (24,195) (554,123)
Adjusted balance at January 1, 2023
8,258,205  8,193,612  3,232,795  3,391,170  23,075,782 
Issuances(1)
 733,700  579,365  127,062  27,959  1,468,086 
Interest accrual(2)
 452,640  458,587  174,995  204,083  1,290,305 
Benefit payments(3)
 (396,031) (574,812) (196,600) (116,353) (1,283,796)
Effect of changes in the foreign exchange rate 13,319  —  —  —  13,319 
Ending balance at original discount rates 9,061,833  8,656,752  3,338,252  3,506,859  24,563,696 
Effect of change from original to current discount rates 1,101,794  1,057,764  267,140  732,764  3,159,462 
Balance at December 31, 2023
$ 10,163,627  $ 9,714,516  $ 3,605,392  $ 4,239,623  $ 27,723,158 
(1)Issuances represent the present value, using the original discount rate, of the expected future policy benefits related to new policies issued during each respective period.
(2)The interest accrual is the interest earned on the beginning present value of the expected future policy benefits, as well as the interest on actual benefits and expenses paid during the period, using the original interest rate.
(3)Benefit payments represent the release of the present value, using the original discount rate, of the actual future policy benefits incurred during the period due to death, lapse, and maturity benefit payments based on the revised expected assumptions.

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Globe Life Inc.
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)
Life
Net liability for future policy benefits as of December 31, 2021
American Income DTC Liberty National Other Total
Net liability for future policy benefits at original discount rates
$ 3,838,103  $ 2,623,518  $ 2,165,922  $ 2,851,165  $ 11,478,708 
Effect of changes in discount rate assumptions 3,010,224  1,970,985  1,044,306  2,077,547  8,103,062 
Other Adjustments(1)
 156  2,511  674  72  3,413 
Net liability for future policy benefits, after other adjustments, at current discount rates
6,848,483  4,597,014  3,210,902  4,928,784  19,585,183 
Reinsurance recoverable
 (105) —  (11,131) (49,899) (61,135)
Net liability for future policy benefits, after reinsurance recoverable, at current discount rates
$ 6,848,378  $ 4,597,014  $ 3,199,771  $ 4,878,885  $ 19,524,048 
(1)Other adjustments include the effects of capping and flooring the liability.

Life
Net liability for future policy benefits as of December 31, 2022
American Income DTC Liberty National Other Total
Net liability for future policy benefits at original discount rates
$ 4,163,038  $ 2,797,028  $ 2,206,857  $ 2,954,495  $ 12,121,418 
Effect of changes in discount rate assumptions 682,910  518,199  127,992  550,914  1,880,015 
Other Adjustments(1)
 115  4,913  7,638  48  12,714 
Net liability for future policy benefits, after other adjustments, at current discount rates
4,846,063  3,320,140  2,342,487  3,505,457  14,014,147 
Reinsurance recoverable
 (123) —  (7,477) (34,830) (42,430)
Net liability for future policy benefits, after reinsurance recoverable, at current discount rates
$ 4,845,940  $ 3,320,140  $ 2,335,010  $ 3,470,627  $ 13,971,717 
(1)Other adjustments include the effects of capping and flooring the liability.

Life
Net liability for future policy benefits as of December 31, 2023
American Income DTC Liberty National Other Total
Net liability for future policy benefits at original discount rates
$ 4,538,504  $ 2,992,493  $ 2,260,421  $ 3,062,910  $ 12,854,328 
Effect of changes in discount rate assumptions 943,235  669,372  215,255  698,661  2,526,523 
Other Adjustments(1)
 297  3,315  5,764  62  9,438 
Net liability for future policy benefits, after other adjustments, at current discount rates
5,482,036  3,665,180  2,481,440  3,761,633  15,390,289 
Reinsurance recoverable
 (141) —  (7,719) (37,848) (45,708)
Net liability for future policy benefits, after reinsurance recoverable, at current discount rates
$ 5,481,895  $ 3,665,180  $ 2,473,721  $ 3,723,785  $ 15,344,581 
(1)Other adjustments include the effects of capping and flooring the liability.

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Globe Life Inc.
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)
The following tables summarize balances and changes in the net liability for future policy benefits for long-duration health contracts for the three years ended December 31, 2023:
Health
Present value of expected future net premiums
United American Family Heritage Liberty National American Income DTC Total
Balance at January 1, 2021
$ 3,432,493  $ 1,889,970  $ 578,518  $ 205,601  $ 133,832  $ 6,240,414 
Beginning balance at original discount rates 2,573,470  1,537,512  430,962  150,095  100,380  4,792,419 
Effect of changes in assumptions on future cash flows
 —  —  —  —  —  — 
Effect of actual variances from expected experience 86,186  (26,975) (34,535) (4,314) (1,695) 18,667 
Adjusted balance at January 1, 2021
2,659,656  1,510,537  396,427  145,781  98,685  4,811,086 
Issuances(1)
 413,289  282,898  47,043  45,612  3,859  792,701 
Interest accrual(2)
 117,151  59,554  20,736  7,416  4,966  209,823 
Net premiums collected(3)
 (240,245) (164,399) (49,797) (19,931) (10,734) (485,106)
Effect of changes in the foreign exchange rate —  —  —  (77) —  (77)
Ending balance at original discount rates 2,949,851  1,688,590  414,409  178,801  96,776  5,328,427 
Effect of change from original to current discount rates 661,808  256,124  102,959  43,752  24,948  1,089,591 
Balance at December 31, 2021
$ 3,611,659  $ 1,944,714  $ 517,368  $ 222,553  $ 121,724  $ 6,418,018 
Balance at January 1, 2022
$ 3,611,659  $ 1,944,714  $ 517,368  $ 222,553  $ 121,724  $ 6,418,018 
Beginning balance at original discount rates 2,949,851  1,688,590  414,409  178,801  96,776  5,328,427 
Effect of changes in assumptions on future cash flows
 (195,560) (20,931) 19,846  (17,911) (9,035) (223,591)
Effect of actual variances from expected experience (37,437) (67,419) (39,029) 7,911  (2,301) (138,275)
Adjusted balance at January 1, 2022
2,716,854  1,600,240  395,226  168,801  85,440  4,966,561 
Issuances(1)
 360,942  241,052  51,827  39,003  8,224  701,048 
Interest accrual(2)
 122,064  60,303  19,141  7,399  4,554  213,461 
Net premiums collected(3)
 (258,598) (172,376) (50,752) (21,085) (10,467) (513,278)
Effect of changes in the foreign exchange rate —  —  —  (1,487) —  (1,487)
Ending balance at original discount rates 2,941,262  1,729,219  415,442  192,631  87,751  5,366,305 
Effect of change from original to current discount rates (32,761) (134,227) 8,048  (2,335) 2,392  (158,883)
Balance at December 31, 2022
$ 2,908,501  $ 1,594,992  $ 423,490  $ 190,296  $ 90,143  $ 5,207,422 
Balance at January 1, 2023
$ 2,908,501  $ 1,594,992  $ 423,490  $ 190,296  $ 90,143  $ 5,207,422 
Beginning balance at original discount rates 2,941,262  1,729,219  415,442  192,631  87,751  5,366,305 
Effect of changes in assumptions on future cash flows
 466,883  (30,255) (56,964) (6,061) 16,553  390,156 
Effect of actual variances from expected experience (27,178) (69,878) (36,850) (11,152) (2,850) (147,908)
Adjusted balance at January 1, 2023
3,380,967  1,629,086  321,628  175,418  101,454  5,608,553 
Issuances(1)
 377,097  266,375  59,768  39,825  14,467  757,532 
Interest accrual(2)
 139,824  67,743  18,255  8,528  4,616  238,966 
Net premiums collected(3)
 (272,085) (180,031) (51,081) (22,325) (10,657) (536,179)
Effect of changes in the foreign exchange rate —  —  —  423  —  423 
Ending balance at original discount rates 3,625,803  1,783,173  348,570  201,869  109,880  6,069,295 
Effect of change from original to current discount rates 71,968  (71,432) 9,902  4,512  5,483  20,433 
Balance at December 31, 2023
$ 3,697,771  $ 1,711,741  $ 358,472  $ 206,381  $ 115,363  $ 6,089,728 
(1)Issuances represent the present value, using the original discount rate, of the expected net premiums related to new policies issued during each respective period.
(2)The interest accrual is the interest earned on the beginning present value of the expected net premiums, as well as the interest on actual net premiums earned during the period, using the original interest rate.
(3)Net premiums collected represent the product of the current period net premium ratio, and the gross premiums collected during the period on the in-force business.
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Globe Life Inc.
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)
Health
Present value of expected future policy benefits
United American Family Heritage Liberty National American Income DTC Total
Balance at January 1, 2021
$ 3,651,359  $ 3,782,662  $ 1,320,597  $ 367,965  $ 134,967  $ 9,257,550 
Beginning balance at original discount rates 2,715,869  2,928,457  953,238  252,092  101,632  6,951,288 
Effect of changes in assumptions on future cash flows —  —  —  —  —  — 
Effect of actual variances from expected experience 88,696  (27,704) (34,859) (4,570) (1,614) 19,949 
Adjusted balance at January 1, 2021
2,804,565  2,900,753  918,379  247,522  100,018  6,971,237 
Issuances(1)
 413,289  282,898  47,453  45,612  3,859  793,111 
Interest accrual(2)
 125,346  114,543  50,415  13,679  4,991  308,974 
Benefit payments(3)
 (252,299) (104,852) (94,639) (21,147) (13,240) (486,177)
Effect of changes in the foreign exchange rate —  —  —  (62) —  (62)
Ending balance at original discount rates 3,090,901  3,193,342  921,608  285,604  95,628  7,587,083 
Effect of change from original to current discount rates 719,658  646,980  279,709  95,311  24,260  1,765,918 
Balance at December 31, 2021
$ 3,810,559  $ 3,840,322  $ 1,201,317  $ 380,915  $ 119,888  $ 9,353,001 
Balance at January 1, 2022
$ 3,810,559  $ 3,840,322  $ 1,201,317  $ 380,915  $ 119,888  $ 9,353,001 
Beginning balance at original discount rates 3,090,901  3,193,342  921,608  285,604  95,628  7,587,083 
Effect of changes in assumptions on future cash flows (194,936) (27,211) 18,065  (21,559) (8,270) (233,911)
Effect of actual variances from expected experience (40,316) (70,690) (40,597) 10,402  (2,621) (143,822)
Adjusted balance at January 1, 2022
2,855,649  3,095,441  899,076  274,447  84,737  7,209,350 
Issuances(1)
 360,642  241,052  52,257  39,006  8,202  701,159 
Interest accrual(2)
 129,842  120,700  47,719  13,806  4,553  316,620 
Benefit payments(3)
 (265,500) (120,849) (94,187) (20,413) (12,280) (513,229)
Effect of changes in the foreign exchange rate —  —  —  (3,133) —  (3,133)
Ending balance at original discount rates 3,080,633  3,336,344  904,865  303,713  85,212  7,710,767 
Effect of change from original to current discount rates (33,804) (330,680) 36,709  9,037  2,320  (316,418)
Balance at December 31, 2022
$ 3,046,829  $ 3,005,664  $ 941,574  $ 312,750  $ 87,532  $ 7,394,349 
Balance at January 1, 2023
$ 3,046,829  $ 3,005,664  $ 941,574  $ 312,750  $ 87,532  $ 7,394,349 
Beginning balance at original discount rates 3,080,633  3,336,344  904,865  303,713  85,212  7,710,767 
Effect of changes in assumptions on future cash flows 464,652  (32,428) (60,437) (6,407) 15,930  381,310 
Effect of actual variances from expected experience (26,718) (74,797) (36,910) (12,661) (3,325) (154,411)
Adjusted balance at January 1, 2023
3,518,567  3,229,119  807,518  284,645  97,817  7,937,666 
Issuances(1)
 376,573  266,375  59,158  39,825  14,446  756,377 
Interest accrual(2)
 147,082  134,107  45,614  15,070  4,616  346,489 
Benefit payments(3)
 (300,692) (122,912) (95,471) (24,987) (12,378) (556,440)
Effect of changes in the foreign exchange rate —  —  —  878  —  878 
Ending balance at original discount rates 3,741,530  3,506,689  816,819  315,431  104,501  8,484,970 
Effect of change from original to current discount rates 72,798  (190,809) 48,989  20,073  4,981  (43,968)
Balance at December 31, 2023
$ 3,814,328  $ 3,315,880  $ 865,808  $ 335,504  $ 109,482  $ 8,441,002 
(1)Issuances represent the present value, using the original discount rate, of the expected future policy benefits related to new policies issued during each respective period.
(2)The interest accrual is the interest earned on the beginning present value of the expected future policy benefits, as well as the interest on actual benefits and expenses paid during the period, using the original interest rate.
(3)Benefit payments represent the release of the present value, using the original discount rate, of the actual future policy benefits incurred during the period due to death, lapse, and maturity benefit payments based on the revised expected assumptions.
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Globe Life Inc.
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)
Health
Net liability for future policy benefits as of December 31, 2021
United American Family Heritage Liberty National American Income Direct to Consumer Total
Net liability for future policy benefits at original discount rates
$ 141,050  $ 1,504,752  $ 507,199  $ 106,803  $ (1,148) $ 2,258,656 
Effect of changes in discount rate assumptions 57,850  390,856  176,750  51,559  (688) 676,327 
Other Adjustments(1)
 1,683  43  2,752  27  3,175  7,680 
Net liability for future policy benefits, after other adjustments, at current discount rates
200,583  1,895,651  686,701  158,389  1,339  2,942,663 
Reinsurance recoverable
 (4,173) (12,442) (1,715) —  —  (18,330)
Net liability for future policy benefits, after reinsurance recoverable, at current discount rates
$ 196,410  $ 1,883,209  $ 684,986  $ 158,389  $ 1,339  $ 2,924,333 
(1)Other adjustments include the effects of capping and flooring the liability.

Health
Net liability for future policy benefits as of December 31, 2022
United American Family Heritage Liberty National American Income Direct to Consumer Total
Net liability for future policy benefits at original discount rates
$ 139,371  $ 1,607,125  $ 489,423  $ 111,082  $ (2,539) $ 2,344,462 
Effect of changes in discount rate assumptions (1,043) (196,453) 28,661  11,372  (72) (157,535)
Other Adjustments(1)
 4,055  3,172  5,953  48  3,634  16,862 
Net liability for future policy benefits, after other adjustments, at current discount rates
142,383  1,413,844  524,037  122,502  1,023  2,203,789 
Reinsurance recoverable
 (3,820) (9,027) (1,498) —  —  (14,345)
Net liability for future policy benefits, after reinsurance recoverable, at current discount rates
$ 138,563  $ 1,404,817  $ 522,539  $ 122,502  $ 1,023  $ 2,189,444 
(1)Other adjustments include the effects of capping and flooring the liability.

Health
Net liability for future policy benefits as of December 31, 2023
United American Family Heritage Liberty National American Income Direct to Consumer Total
Net liability for future policy benefits at original discount rates
115,727  1,723,516  468,249  113,562  (5,379) 2,415,675 
Effect of changes in discount rate assumptions 830  (119,377) 39,087  15,561  (502) (64,401)
Other Adjustments(1)
 10,980  84  9,567  857  6,653  28,141 
Net liability for future policy benefits, after other adjustments, at current discount rates
127,537  1,604,223  516,903  129,980  772  2,379,415 
Reinsurance recoverable
 (3,287) (10,718) (1,317) —  —  (15,322)
Net liability for future policy benefits, after reinsurance recoverable, at current discount rates
$ 124,250  $ 1,593,505  $ 515,586  $ 129,980  $ 772  $ 2,364,093 
(1)Other adjustments include the effects of capping and flooring the liability.


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Globe Life Inc.
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)
In accordance with the accounting guidance, the Company reviews, and updates as necessary, its assumptions utilized in the calculation of the liability for future benefits annually in the third quarter and recalculates the net premium ratio. The revised net premium ratio is used to update the liability for future policy benefits as of the beginning of the current reporting period, and is compared to the liability using the prior cash flow assumptions. The difference is recorded as a component of the remeasurement gain or loss for the current period, along with the effect of the difference between actual and expected experience for the period. The total remeasurement gain or loss is included in the Consolidated Statements of Operations.

The following tables include the total remeasurement gain or loss, bifurcated between the gain or loss due to differences between actual and expected experience and the amount due to assumption updates, for each of the three years-ended December 31, 2023.
2023 2022 2021
Life Remeasurement Gain (Loss)—Experience
American Income 9,430  1,965  (2,008)
Direct to Consumer 12,201  (2,243) (4,782)
Liberty National 5,013  (1,348) (865)
Other 4,760  1,354  664 
31,404  (272) (6,991)
Life Remeasurement Gain (Loss)—Assumption Unlocking
American Income 308  (8,707) (750)
Direct to Consumer 1,763  (25,334) (2,242)
Liberty National (1,248) (7,872) (733)
Other (2,836) (5,241) (350)
(2,013) (47,154) (4,075)
Total Life Remeasurement Gain (Loss) 29,391  (47,426) (11,066)
Health Remeasurement Gain (Loss)—Experience
United American (134) 3,502  (2,343)
Family Heritage 4,638  2,395  594 
Liberty National 628  1,406  304 
American Income 1,461  (2,545) 199 
Direct to Consumer 23  148  16 
6,616  4,906  (1,230)
Health Remeasurement Gain (Loss)—Assumption Unlocking
United American 762  (626) — 
Family Heritage 2,173  6,283  — 
Liberty National 2,171  1,463  — 
American Income 119  3,615  — 
Direct to Consumer 8  (80) — 
5,233  10,655  — 
Total Health Remeasurement Gain (Loss) 11,849  15,561  (1,230)

The Company performed its annual assumptions review and updated both its life and health assumptions of lapses, mortality, and morbidity, resulting in a net remeasurement gain, due to assumption changes only, of $3.2 million for the period ended December 31, 2023, as compared to a net remeasurement loss of $36.5 million for the period ended December 31, 2022 and a net remeasurement loss of $4.1 million for the period ended December 31, 2021. For the life segment, the updates to our assumptions of lapses and mortality resulted in a remeasurement loss of $2.0 million, $47.2 million, and $4.1 million for the year-ended December 31, 2023, 2022, and 2021, respectively. For the health segment, the updates to our assumptions of lapses and morbidity resulted in a remeasurement gain of $5.2 million, $10.7 million, and $0 for the year-ended December 31, 2023, 2022, and 2021, respectively. The Company did not adjust its assumptions for the health segment in 2021 due to the uncertainty of expected experience during the pandemic.
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Globe Life Inc.
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)
Excluding the impact of assumption changes, during the year ended December 31, 2023 and 2022, the Company's results for actual variances from expected experience produced net remeasurement gains of $38.0 million and $4.6 million, respectively, and a net remeasurement loss of $8.2 million for the year ended December 31, 2021. The variance of actual experience from expected experience during the year ended 2023 was primarily due to favorable variances from our assumptions as compared to actual experience in our life insurance segment (a $31.4 million gain), and favorable variances from our assumptions as compared to actual experience in our health insurance segment (a $6.6 million gain). The variance of actual experience from expected experience during the year ended 2022 was primarily due to unfavorable variances from our assumptions of life experience as compared to actual experience in our life insurance segment (a $272 thousand loss), and favorable variances from our assumptions of health experience as compared to actual experience in our health insurance segment (a $4.9 million gain). The variance of actual experience from expected experience during the year ended 2021 was primarily due to unfavorable variances from our assumptions of life experience as compared to actual experience in our life insurance segment (a $7.0 million loss), as well as unfavorable variances from our assumptions of health experience as compared to actual experience in our health insurance segment (a $1.2 million loss).

The following table reconciles the liability for future policy benefits to the Consolidated Balance Sheets as of December 31, 2023, 2022, and 2021:
At Original Discount Rates At Current Discount Rates
As of December 31, As of December 31,
2023 2022 2021 2023 2022 2021
Life(1):
American Income $ 4,538,775  $ 4,163,111  $ 3,838,212  $ 5,482,036  $ 4,846,063  $ 6,848,483 
Direct to Consumer 2,992,493  2,797,031  2,623,521  3,665,180  3,320,140  4,597,014 
Liberty National 2,260,421  2,206,857  2,165,922  2,481,440  2,342,487  3,210,902 
Other 3,062,966  2,954,522  2,851,189  3,761,633  3,505,457  4,928,784 
Net liability for future policy benefits—long duration life 12,854,655  12,121,521  11,478,844  15,390,289  14,014,147  19,585,183 
Health(1):
United American 124,021  141,362  142,189  127,537  142,383  200,583 
Family Heritage 1,723,581  1,607,169  1,504,797  1,604,223  1,413,844  1,895,651 
Liberty National 476,559  494,155  509,714  516,903  524,037  686,701 
American Income 114,407  111,128  106,848  129,980  122,502  158,389 
Direct to Consumer 737  979  1,111  772  1,023  1,339 
Net liability for future policy benefits—long duration health 2,439,305  2,354,793  2,264,659  2,379,415  2,203,789  2,942,663 
Deferred profit liability 174,717  175,883  184,743  174,717  175,883  184,743 
Deferred annuity 773,039  954,318  1,033,525  773,039  954,318  1,033,525 
Interest sensitive life 732,948  739,105  745,335  732,948  739,105  745,335 
Other 9,951  10,106  8,193  9,945  10,099  8,191 
Total future policy benefits
$ 16,984,615  $ 16,355,726  $ 15,715,299  $ 19,460,353  $ 18,097,341  $ 24,499,640 
(1)Balances are presented net of the effects of capping and flooring the liability.

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Globe Life Inc.
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)
The following tables provide the weighted-average original and current discount rates for the liability for future policy benefits and the additional insurance liabilities as of December 31, 2023, 2022, and 2021:
As of December 31,
2023 2022 2021
Original discount rate Current discount rate Original discount rate Current discount rate Original discount rate Current discount rate
Life
American Income 5.7  % 4.9  % 5.8  % 5.2  % 5.9  % 3.3  %
Direct to Consumer 6.0  % 5.0  % 6.0  % 5.2  % 6.0  % 3.4  %
Liberty National 5.6  % 5.0  % 5.6  % 5.2  % 5.6  % 3.1  %
Other 6.2  % 5.0  % 6.2  % 5.2  % 6.2  % 3.2  %
Health
United American 5.1  % 4.8  % 5.2  % 5.1  % 5.1  % 2.7  %
Family Heritage 4.3  % 4.9  % 4.3  % 5.2  % 4.3  % 2.9  %
Liberty National 5.8  % 4.9  % 5.8  % 5.2  % 5.8  % 2.7  %
American Income 5.8  % 4.8  % 5.9  % 5.1  % 6.0  % 3.0  %
Direct to Consumer 5.1  % 4.8  % 5.2  % 5.1  % 5.1  % 2.7  %

The following table provides the weighted-average durations of the liability for future policy benefits and the additional insurance liabilities as of December 31, 2023, 2022, and 2021:
As of December 31,
2023 2022 2021
At original discount rates At current discount rates At original discount rates At current discount rates At original discount rates At current discount rates
Life
American Income 23.01 23.45 22.86 23.28 22.56 23.76
Direct to Consumer 19.58 21.21 20.27 21.80 20.70 22.98
Liberty National 15.13 15.81 14.86 15.39 15.01 17.27
Other 16.26 17.92 16.59 18.15 16.81 20.09
Health
United American 11.46 10.89 11.37 10.65 14.11 13.70
Family Heritage 14.99 14.54 14.87 14.22 16.39 16.54
Liberty National 9.17 9.49 9.26 9.47 9.01 10.53
American Income 12.21 12.84 12.12 12.56 12.37 14.43
Direct to Consumer 11.46 10.89 11.37 10.65 14.11 13.70
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Globe Life Inc.
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)
The following tables summarize the amount of gross premiums and interest related to long duration life and health contracts that are recognized in the Consolidated Statements of Operations:
Life
Year Ended
December 31, 2023		 Year Ended
December 31, 2022		 Year Ended
December 31, 2021
Gross
Premiums		 Interest
expense		 Gross
Premiums		 Interest
expense		 Gross
Premiums		 Interest
expense
American Income $ 1,587,304  $ 252,277  $ 1,503,537  $ 234,098  $ 1,400,501  $ 219,842 
Direct to Consumer 979,739  170,745  973,429  159,945  955,754  154,376 
Liberty National 345,196  120,083  322,497  117,681  306,054  116,981 
Other 205,998  179,513  208,390  172,967  210,908  167,378 
Total $ 3,118,237  $ 722,618  $ 3,007,853  $ 684,691  $ 2,873,217  $ 658,577 

Health
Year Ended
December 31, 2023		 Year Ended
December 31, 2022		 Year Ended
December 31, 2021
Gross
Premiums		 Interest
expense		 Gross
Premiums		 Interest
expense		 Gross
Premiums		 Interest
expense
United American $ 401,834  $ 7,002  $ 380,710  $ 7,532  $ 356,580  $ 7,948 
Family Heritage 396,211  65,892  366,803  59,983  343,839  54,634 
Liberty National 187,095  27,248  186,268  28,477  186,520  29,586 
American Income 113,605  6,542  111,623  6,408  108,740  6,262 
Direct to Consumer 14,283  —  14,290  —  14,844  25 
Total $ 1,113,028  $ 106,684  $ 1,059,694  $ 102,400  $ 1,010,523  $ 98,455 

Gross premiums are included within life and health premium on the Consolidated Statements of Operations, while the related interest expense is included in life and health policyholder benefits.

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Globe Life Inc.
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)
The following tables provide the undiscounted and discounted expected future net premiums, expected future gross premiums, and expected future policy benefits, at both original and current discount rates, for life and health contracts:
Life
As of December 31, 2023 As of December 31, 2022 As of December 31, 2021
Not discounted At original discount rates At current discount rates Not discounted At original discount rates At current discount rates Not discounted At original discount rates At current discount rates
American Income
PV of expected future gross premiums $ 24,265,464  $ 13,695,495  $ 14,264,077  $ 22,662,540  $ 12,832,811  $ 13,006,579  $ 21,317,703  $ 12,034,708  $ 15,278,295 
PV of expected future net premiums 8,001,107  4,523,329  4,681,888  7,480,182  4,246,723  4,273,156  6,896,793  3,906,098  4,925,192 
PV of expected future policy benefits 30,623,947  9,061,833  10,163,627  28,318,683  8,409,761  9,119,104  26,284,945  7,744,201  11,773,519 
DTC
PV of expected future gross premiums $ 17,506,091  $ 9,150,049  $ 9,761,706  $ 17,346,469  $ 9,086,945  $ 9,432,882  $ 17,247,115  $ 9,023,170  $ 11,852,808 
PV of expected future net premiums 10,774,655  5,664,259  6,052,651  10,769,174  5,680,864  5,910,224  10,500,169  5,533,741  7,264,905 
PV of expected future policy benefits 25,723,752  8,656,752  9,714,516  25,356,573  8,477,892  9,225,451  24,612,198  8,157,259  11,859,408 
Liberty National
PV of expected future gross premiums $ 4,660,783  $ 2,720,264  $ 2,784,916  $ 4,396,685  $ 2,561,304  $ 2,562,342  $ 4,239,223  $ 2,468,402  $ 3,076,801 
PV of expected future net premiums 1,897,696  1,077,831  1,129,716  1,885,533  1,066,123  1,094,407  1,850,891  1,040,242  1,332,469 
PV of expected future policy benefits 8,905,815  3,338,252  3,605,392  8,613,975  3,272,980  3,429,256  8,499,589  3,206,164  4,542,697 
Other
PV of expected future gross premiums $ 3,726,111  $ 1,889,930  $ 2,088,668  $ 3,814,915  $ 1,925,650  $ 2,075,874  $ 3,922,419  $ 1,956,472  $ 2,692,682 
PV of expected future net premiums 910,786  443,949  478,052  922,500  449,209  470,741  863,126  416,141  559,972 
PV of expected future policy benefits 12,431,963  3,506,859  4,239,623  12,371,696  3,403,704  3,976,150  12,248,389  3,267,306  5,488,684 
Total
PV of expected future gross premiums $ 50,158,449  $ 27,455,738  $ 28,899,367  $ 48,220,609  $ 26,406,710  $ 27,077,677  $ 46,726,460  $ 25,482,752  $ 32,900,586 
PV of expected future net premiums 21,584,244  11,709,368  12,342,307  21,057,389  11,442,919  11,748,528  20,110,979  10,896,222  14,082,538 
PV of expected future policy benefits 77,685,477  24,563,696  27,723,158  74,660,927  23,564,337  25,749,961  71,645,121  22,374,930  33,664,308 

As of December 31, 2023 for the life segment using current discount rates, the Company anticipates $28.9 billion of expected future gross premiums and $12.3 billion of expected future net premiums. As of December 31, 2022 and December 31, 2021 using current discount rates, the Company anticipated $27.1 billion and $32.9 billion of expected future gross premiums and $11.7 billion and $14.1 billion in expected future net premiums, respectively. For each respective period, only expected future net premiums are included in the determination of the liability for future policy benefits on the balance sheet, while the difference between the expected future gross premiums and the expected future net premiums is not.

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Globe Life Inc.
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)
Health
As of December 31, 2023 As of December 31, 2022 As of December 31, 2021
Not discounted At original discount rates At current discount rates Not discounted At original discount rates At current discount rates Not discounted At original discount rates At current discount rates
United American
PV of expected future gross premiums $ 8,682,707  $ 5,295,148  $ 5,396,402  $ 6,801,987  $ 4,285,863  $ 4,233,647  $ 6,694,635  $ 4,198,446  $ 5,136,704 
PV of expected future net premiums 5,955,294  3,625,803  3,697,771  4,680,560  2,941,262  2,908,501  4,719,914  2,949,851  3,611,659 
PV of expected future policy benefits 6,148,565  3,741,530  3,814,328  4,915,174  3,080,633  3,046,829  5,015,967  3,090,901  3,810,559 
Family Heritage
PV of expected future gross premiums $ 6,739,913  $ 3,982,571  $ 3,844,287  $ 6,329,183  $ 3,787,020  $ 3,518,288  $ 5,816,502  $ 3,531,178  $ 4,100,733 
PV of expected future net premiums 2,997,954  1,783,173  1,711,741  2,865,334  1,729,219  1,594,992  2,757,983  1,688,590  1,944,714 
PV of expected future policy benefits 6,655,694  3,506,689  3,315,880  6,245,843  3,336,344  3,005,664  5,916,149  3,193,342  3,840,322 
Liberty National
PV of expected future gross premiums $ 2,089,005  $ 1,325,869  $ 1,390,066  $ 2,271,423  $ 1,418,333  $ 1,458,880  $ 2,209,171  $ 1,378,848  $ 1,732,660 
PV of expected future net premiums 518,008  348,570  358,472  652,858  415,442  423,490  661,269  414,409  517,368 
PV of expected future policy benefits 1,413,211  816,819  865,808  1,600,943  904,865  941,574  1,620,379  921,608  1,201,317 
American Income
PV of expected future gross premiums $ 1,768,231  $ 991,448  $ 1,047,348  $ 1,750,393  $ 977,846  $ 1,004,239  $ 1,698,676  $ 946,772  $ 1,218,899 
PV of expected future net premiums 359,248  201,869  206,381  342,659  192,631  190,296  316,084  178,801  222,553 
PV of expected future policy benefits 640,326  315,431  335,504  617,973  303,713  312,750  586,799  285,604  380,915 
Direct to Consumer
PV of expected future gross premiums $ 236,776  $ 149,119  $ 156,612  $ 177,131  $ 116,212  $ 119,457  $ 206,986  $ 131,858  $ 165,674 
PV of expected future net premiums 174,738  109,880  115,363  133,995  87,751  90,143  152,336  96,776  121,724 
PV of expected future policy benefits 163,087  104,501  109,482  127,911  85,212  87,532  148,843  95,628  119,888 
Total
PV of expected future gross premiums $ 19,516,632  $ 11,744,155  $ 11,834,715  $ 17,330,117  $ 10,585,274  $ 10,334,511  $ 16,625,970  $ 10,187,102  $ 12,354,670 
PV of expected future net premiums 10,005,242  6,069,295  6,089,728  8,675,406  5,366,305  5,207,422  8,607,586  5,328,427  6,418,018 
PV of expected future policy benefits 15,020,883  8,484,970  8,441,002  13,507,844  7,710,767  7,394,349  13,288,137  7,587,083  9,353,001 

As of December 31, 2023 for the health segment using current discount rates, the Company anticipates $11.8 billion of expected future gross premiums and $6.1 billion of expected future net premiums. As of December 31, 2022 and December 31, 2021 using current discount rates, the Company anticipated $10.3 billion and $12.4 billion of expected future gross premiums and $5.2 billion and $6.4 billion in expected future net premiums, respectively. For each respective period, only expected future net premiums are included in the determination of the liability for future policy benefits on the balance sheet, while the difference between the expected future gross premiums and the expected future net premiums is not.
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Globe Life Inc.
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)

The following table summarizes the balances of, and changes in, policyholders’ account balances as of December 31, 2023 and 2022:
Policyholders' Account Balances
2023 2022 2021
Interest Sensitive Life Deferred Annuity Other Policy-holders' Funds Interest Sensitive Life Deferred Annuity Other Policy-holders' Funds Interest Sensitive Life Deferred Annuity Other Policy-holders' Funds
Balance at January 1,
$ 739,105  $ 954,318  $ 123,236  $ 745,335  $ 1,033,525  $ 99,468  $ 750,892  $ 1,062,999  $ 98,460 
Issuances —  896  —  —  1,528  —  —  1,738  — 
Premiums received 22,036  13,209  122,136  23,439  22,873  30,591  25,038  28,126  7,784 
Policy charges (12,926) —  —  (13,573) —  —  (14,261) —  — 
Surrenders and withdrawals (21,215) (165,584) (13,042) (21,994) (92,235) (11,615) (21,029) (48,641) (11,452)
Benefit payments (29,909) (57,937) —  (32,889) (44,456) —  (36,661) (45,967) — 
Interest credited 28,320  28,150  9,314  28,579  32,779  4,589  28,941  33,866  4,503 
Other 7,537  (13) (4,686) 10,208  304  203  12,415  1,404  173 
Balance at December 31,
$ 732,948  $ 773,039  $ 236,958  $ 739,105  $ 954,318  $ 123,236  $ 745,335  $ 1,033,525  $ 99,468 

Weighted-average credit rate 3.85  % 3.26  % 5.17  % 3.85  % 3.30  % 4.12  % 3.87  % 3.23  % 4.55  %
Net amount at risk 1,766,170  N/A N/A 1,873,315  N/A N/A 1,980,518  N/A N/A
Cash surrender value 671,596  773,039  236,958  689,546  954,309  123,234  693,845  1,033,491  99,470 

The following tables present the policyholders' account balances by range of guaranteed minimum crediting rates and the related range of difference, if any, in basis points between rates being credited to policy holders and the respective guaranteed minimums:
At December 31, 2023
Range of guaranteed minimum crediting rates Interest Sensitive Life Deferred Annuity Other Policyholders' Funds
At guaranteed minimum
Less than 3.00%
 $ —  $ 1,945  $ 138,684 
3.00%-3.99%
 29,086  574,939  3,790 
4.00%-4.99%
 613,704  195,390  6,861 
Greater than 5.00%
 90,158  765  37,556 
Total
732,948  773,039  186,891 
51-150 basis points above
Less than 3.00%
 —  —  — 
3.00%-3.99%
 —  —  — 
4.00%-4.99%
 —  —  50,067 
Greater than 5.00%
 —  —  — 
Total —  —  50,067 
Grand Total
$ 732,948  $ 773,039  $ 236,958 

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Globe Life Inc.
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)
At December 31, 2022
Range of guaranteed minimum crediting rates Interest Sensitive Life Deferred Annuity Other Policyholders' Funds
At guaranteed minimum
Less than 3.00%
 $ —  $ 2,040  $ 23,042 
3.00%-3.99%
 28,867  743,299  4,074 
4.00%-4.99%
 620,594  208,979  58,251 
Greater than 5.00%
 89,644  —  37,869 
Total
$ 739,105  $ 954,318  $ 123,236 
51-150 basis points above
Less than 3.00%
 $ —  $ —  $ — 
3.00%-3.99%
 —  —  — 
4.00%-4.99%
 —  —  — 
Greater than 5.00%
 —  —  — 
Total
—  —  — 
Grand Total
$ 739,105  $ 954,318  $ 123,236 

At December 31, 2021
Range of guaranteed minimum crediting rates Interest Sensitive Life Deferred Annuity Other Policyholders' Funds
At guaranteed minimum
Less than 3.00%
 $ —  $ 2,182  $ — 
3.00%-3.99%
 28,562  816,031  2,893 
4.00%-4.99%
 627,486  215,312  58,660 
Greater than 5.00%
 89,287  —  37,915 
Total
$ 745,335  $ 1,033,525  $ 99,468 
51-150 basis points above
Less than 3.00%
 $ —  $ —  $ — 
3.00%-3.99%
 —  —  — 
4.00%-4.99%
 —  —  — 
Greater than 5.00%
 —  —  — 
Total
—  —  — 
Grand Total
$ 745,335  $ 1,033,525  $ 99,468 



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Globe Life Inc.
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)
Note 7—Deferred Acquisition Costs

The following tables roll forward the deferred policy acquisition costs for the three years ended December 31, 2023:
Life
American Income DTC Liberty National Other Total
Balance at January 1, 2021
$ 1,647,760  $ 1,498,971  $ 531,504  $ 304,786  $ 3,983,021 
Capitalizations 435,154  174,524  77,540  13,977  701,195 
Amortization expense (121,387) (89,800) (42,625) (17,116) (270,928)
Foreign exchange adjustment (1,273) —  —  —  (1,273)
Balance at December 31, 2021
$ 1,960,254  $ 1,583,695  $ 566,419  $ 301,647  $ 4,412,015 
Balance at January 1, 2022
$ 1,960,254  $ 1,583,695  $ 566,419  $ 301,647  $ 4,412,015 
Capitalizations 450,600  188,083  90,385  13,504  742,572 
Amortization expense (141,108) (94,847) (46,081) (16,805) (298,841)
Foreign exchange adjustment (11,455) —  —  —  (11,455)
Balance at December 31, 2022
$ 2,258,291  $ 1,676,931  $ 610,723  $ 298,346  $ 4,844,291 
Balance at January 1, 2023
$ 2,258,291  $ 1,676,931  $ 610,723  $ 298,346  $ 4,844,291 
Capitalizations 471,771  159,650  107,230  13,053  751,704 
Amortization expense (159,898) (99,464) (51,534) (16,530) (327,426)
Foreign exchange adjustment 3,206  —  —  —  3,206 
Balance at December 31, 2023
$ 2,573,370  $ 1,737,117  $ 666,419  $ 294,869  $ 5,271,775 

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Globe Life Inc.
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)
Health
United American Family Heritage Liberty National American Income DTC Total
Balance at January 1, 2021
$ 81,520  $ 364,751  $ 124,754  $ 39,477  $ 2,216  $ 612,718 
Capitalizations 4,427  48,051  15,822  12,992  2  81,294 
Amortization expense (4,807) (23,835) (13,039) (2,957) (186) (44,824)
Foreign exchange adjustment —  —  —  (106) —  (106)
Balance at December 31, 2021
$ 81,140  $ 388,967  $ 127,537  $ 49,406  $ 2,032  $ 649,082 
Balance at January 1, 2022
$ 81,140  $ 388,967  $ 127,537  $ 49,406  $ 2,032  $ 649,082 
Capitalizations 2,135  53,117  18,737  12,378  4  86,371 
Amortization expense (5,881) (25,476) (13,178) (3,467) (182) (48,184)
Foreign exchange adjustment —  —  —  (506) —  (506)
Balance at December 31, 2022
$ 77,394  $ 416,608  $ 133,096  $ 57,811  $ 1,854  $ 686,763 
Balance at January 1, 2023
$ 77,394  $ 416,608  $ 133,096  $ 57,811  $ 1,854  $ 686,763 
Capitalizations 1,941  63,366  20,309  12,849  —  98,465 
Amortization expense (5,846) (27,131) (13,464) (3,982) (175) (50,598)
Foreign exchange adjustment —  —  —  105  —  105 
Balance at December 31, 2023
$ 73,489  $ 452,843  $ 139,941  $ 66,783  $ 1,679  $ 734,735 

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Globe Life Inc.
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)
The following table presents a reconciliation of deferred policy acquisition costs to the Consolidated Balance Sheets as of December 31, 2023:
December 31,
2023 2022 2021
Life
American Income $ 2,573,370  $ 2,258,291  $ 1,960,254 
Direct to Consumer 1,737,117  1,676,931  1,583,695 
Liberty National 666,419  610,723  566,419 
Other 294,869  298,346  301,647 
Total DAC - Life
5,271,775  4,844,291  4,412,015 
Health
United American 73,489  77,394  81,140 
Family Heritage 452,843  416,608  388,967 
Liberty National 139,941  133,096  127,537 
American Income 66,783  57,811  49,406 
Direct to Consumer 1,679  1,854  2,032 
Total DAC - Health
734,735  686,763  649,082 
Annuity
2,967  4,643  6,442 
Total
$ 6,009,477  $ 5,535,697  $ 5,067,539 
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Globe Life Inc.
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)
Note 8—Liability for Unpaid Claims

Activity in the liability for unpaid health claims is summarized as follows:
Year Ended December 31,
2023 2022 2021
Balance at beginning of period
$ 184,286  $ 173,737  $ 168,582 
Less reinsurance recoverables
 (2,084) (2,628) (3,124)
Net balance at January 1,
182,202  171,109  165,458 
Incurred related to:
Current year 697,521  676,189  638,134 
Prior years (4,853) (15,631) (22,477)
Total incurred 692,668  660,558  615,657 
Paid related to:
Current year 535,971  517,855  487,096 
Prior years 146,247  131,610  122,910 
Total paid 682,218  649,465  610,006 
Net balance at December 31,
192,652  182,202  171,109 
Plus reinsurance recoverables
 2,157  2,084  2,628 
Balance at end of period
$ 194,809  $ 184,286  $ 173,737 

At the end of each period, the liability for unpaid health claims includes an estimate of claims incurred but not yet reported to the Company. Such estimates are updated regularly based upon the Company’s most recent claims data with recognition of emerging experience trends. Due to the nature of the Company’s health business, the payment lags are relatively short and most claims are fully paid within a year from the time incurred. Fluctuations in claims experience can lead to either over or under estimation of the liability for any given year. The difference between the estimate made at the end of the prior period and the actual experience during the period is reflected above under the caption "Incurred related to: Prior years."

Below is the reconciliation of the liability of "Policy claims and other benefits payable" in the Consolidated Balance Sheets.
December 31,
2023 2022
Policy claims and other benefits payable:
Life insurance $ 320,066  $ 325,070 
Health insurance 194,809  184,286 
Total $ 514,875  $ 509,356 

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Globe Life Inc.
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)
Note 9—Income Taxes

The following table discloses significant components of income taxes for each year presented:
Year Ended December 31,
2023 2022 2021
Income tax expense (benefit) from operations:
Current income tax expense (benefit) $ 145,880  $ 138,968  $ 143,995 
Deferred income tax expense (benefit) 77,631  68,757  99,502 
223,511  207,725  243,497 
Shareholders’ equity:
Other comprehensive income (loss) 4,762  384,035  149,061 
$ 228,273  $ 591,760  $ 392,558 

In each of the years 2021 through 2023, deferred income tax expense (benefit) was incurred because of certain differences between net income before income tax expense (benefit) as reported on the Consolidated Statements of Operations and taxable income as reported on Globe Life's income tax returns. As explained in Note 1—Significant Accounting Policies, these differences caused the consolidated financial statement book values of some assets and liabilities to be different from their respective tax bases.

The effective income tax rate differed from the expected U.S. federal statutory rate of 21% as shown below:
Year Ended December 31,
2023 % 2022 % 2021 %
Expected federal income tax expense (benefit)
$ 250,796  21.0  $ 231,443  21.0  $ 267,668  21.0 
Increase (reduction) in income taxes resulting from:
Low income housing investments (14,291) (1.2) (11,443) (1.1) (12,115) (1.0)
Share-based awards (4,724) (0.4) (5,251) (0.5) (5,597) (0.4)
Tax-exempt investment income (9,644) (0.8) (8,961) (0.8) (6,977) (0.5)
Other 1,374  0.1  1,937  0.2  518  — 
Income tax expense (benefit)
$ 223,511  18.7  $ 207,725  18.8  $ 243,497  19.1 

The tax effects of temporary differences that gave rise to significant portions of the deferred tax assets and deferred tax liabilities are presented below:
December 31,
2023 2022
Deferred tax assets:
Unrealized losses $ 732,750  $ 738,555 
Carryover of tax losses 4,227  2,470 
Total gross deferred tax assets 736,977  741,025 
Deferred tax liabilities:
Employee and agent compensation 100,689  86,063 
Deferred acquisition costs 892,149  826,254 
Future policy benefits, unearned and advance premiums, and policy claims 267,564  267,802 
Other liabilities 17,466  18,362 
Total gross deferred tax liabilities 1,277,868  1,198,481 
Net deferred tax liability
$ 540,891  $ 457,456 
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Globe Life Inc.
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)
Bermuda Corporate Income Tax Act, The Bermuda Corporate Income Tax Act (the Act) was enacted on December 27, 2023, and included a new corporate income tax (CIT). The Act and CIT go into effect for years beginning after January 1, 2025. The Company is in the process of evaluating the impact the Act will have on the consolidated financial statements; however, the Company does not expect the Act to have a material impact.

Inflation Reduction Act, The Inflation Reduction Act (the Act) was enacted on August 16, 2022, and included a new corporate alternative minimum tax (CAMT). The Act and the CAMT go into effect for tax years beginning after 2022.

Globe Life Inc., as parent of a tax-controlled group, has determined that it does not reasonably expect to be an applicable corporation on a group basis for the taxable year ended December 31, 2023. Therefore, the Company did not calculate or recognize a payable for CAMT in its 2023 financial statements.

Income Tax Return: Globe Life Inc. and its subsidiaries file a life-nonlife consolidated federal income tax return. The statutes of limitations for the Internal Revenue Service's examination and assessment of additional tax are closed for all tax years prior to 2017 with respect to Globe Life's consolidated federal income tax returns. Management concludes that adequate provision has been made in the consolidated financial statements for any potential assessments that may result from current or future tax examinations and other tax-related matters for all open years.

Valuations: Globe Life has a $20.1 million net operating loss (NOL) carryforward at December 31, 2023, of which $7.2 million was created prior to 2017 and will begin to expire in 2032 if not otherwise used to offset future taxable income. The remaining NOL carryforward of $12.9 million may be carried forward indefinitely. A valuation allowance is to be recorded when it is more likely than not that deferred tax assets will not be realized by the Company. No valuation allowance has been recorded relating to Globe Life's deferred tax assets as management has determined that Globe Life will more likely than not have sufficient taxable income in future periods to fully realize its existing deferred tax assets.

Globe Life's tax liability is adjusted to include a provision for uncertain tax positions taken or expected to be taken in a tax return. However, during the years 2021 through 2023, Globe Life did not have any uncertain tax positions which resulted in unrecognized tax benefits.

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Globe Life Inc.
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)
Note 10—Postretirement Benefits

Globe Life has qualified noncontributory defined benefit pension plans (Pension Plans) and contributory savings plans that cover substantially all employees. There is also a nonqualified noncontributory supplemental executive retirement plan (SERP) that covers a limited number of officers. The tables included herein will focus on the Pension Plans and SERP.

The total cost of these retirement plans charged to operations was as follows:
Year Ended December 31,
2023 2022 2021
Plan Type:
Defined Contribution Plans(1)
 $ 6,390  $ 5,824  $ 5,188 
Defined Benefit Pension Plans(2)
 15,225  37,040  41,778 
(1)401K plans.
(2)Qualified pension plans and SERP.
 
Globe Life accrues expense for the defined contribution plans based on a percentage of the employees’ contributions. The plans are funded by the employee contributions and a Globe Life contribution equal to the amount of accrued expense. Plan contributions are both mandatory and discretionary, depending on the terms of the plan.
 
Pension Plans: Cost for the Pension Plans has been calculated on the projected unit credit actuarial cost method. All plan measurements for the pension plans are as of December 31 of the respective year. The pension plans covering the majority of employees are qualified and funded. Contributions are made to funded pension plans subject to minimums required by regulation and maximums allowed for tax purposes.

Globe Life's SERP provides an additional supplemental defined pension benefit to a limited number of officers. The supplemental benefit is based on the participant’s qualified plan benefit without consideration to the regulatory limits on compensation and benefit payments applicable to qualified plans, except that eligible compensation is capped at $1 million. The SERP is nonqualified and unfunded. However, a Rabbi Trust has been established to support the liability for this plan. The Rabbi Trust consists of life insurance policies on the lives of plan participants with an unaffiliated insurance carrier as well as an investment account. Since this plan is nonqualified, the investments and the policyholder value of the insurance policies in the Rabbi Trust are not included as defined benefit plan assets, but rather assets of the Company. They are included in “Other Assets” in the Consolidated Balance Sheets.

Defined benefit and SERP plan contributions were $24.4 million in 2023, $29.8 million in 2022, and $17.9 million in 2021. In 2024, the Company does not expect to increase contributions to the plans from what was contributed in 2023.

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Globe Life Inc.
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)
Pension Assets: Plan assets in the funded plans consist primarily of investments in marketable fixed maturities and equity securities that are valued at fair value. Globe Life measures the fair value of its financial assets, including the assets in its benefit plans, in accordance with accounting guidance which establishes a hierarchy for asset values and provides a methodology for the measurement of value. Please refer to Note 1—Significant Accounting Policies under the caption Fair Value Measurements, Investments in Securities for a complete discussion of valuation procedures. The following table presents the assets of the Company's Pension Plans at December 31, 2023 and 2022.

Pension Assets by Component at December 31, 2023

  Fair Value Determined by:    
 
Quoted Prices in
Active Markets
for Identical
Assets (Level 1)
Significant
Observable
Inputs (Level 2)
 Significant
Unobservable
Inputs (Level 3)
Total
Amount
 % of
Total
Exchange traded fund(4)
 $ 18,715  $ —  $ —  $ 18,715  3 
Equity exchange traded fund(1)
 315,886  —  —  315,886  55 
U.S. Government and Agency —  167,450  —  167,450  30 
Other bonds —  5  —  5  — 
Guaranteed annuity contract(2)
 —  43,428  —  43,428  8 
Short-term investments 6,506  —  —  6,506  1 
Other 463  —  —  463  — 
$ 341,570  $ 210,883  $ —  552,453  97 
Other long-term investments(3)
 18,314  3 
Total pension assets
$ 570,767  100 
(1)A fund including marketable securities that mirror the S&P 500 index.
(2)Representing a guaranteed annuity contract issued by Globe Life Inc.'s subsidiary, American Income Life Insurance Company, to fund the obligations of the American Income Life Insurance Company Collective Bargaining Agreement Employees Pension Plan.
(3)Includes non-redeemable investment funds that report the Globe Life Inc. Pension Plan's pro-rata share of the limited partnership's net asset value (NAV) per share, or its equivalent, as a practical expedient for fair value. As of December 31, 2023, the Globe Life Inc. Pension Plan owned less than 1% of two long-term investment funds.
(4)A fund including U.S. dollar-denominated investment-grade securities issued by industrial, utility, and financial companies with maturities greater than 10 years.

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Globe Life Inc.
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)
Pension Assets by Component at December 31, 2022
  Fair Value Determined by:    

Quoted Prices in
Active Markets
for Identical
Assets (Level 1)
Significant
Observable
Inputs (Level 2)
Significant
Unobservable
Inputs (Level 3)
Total
Amount
 % of
Total
Corporate bonds:
Financial $ —  $ 35,649  $ —  $ 35,649  7 
Utilities —  23,436  —  23,436  5 
Energy —  12,776  —  12,776  3 
Other corporates —  56,786  —  56,786  11 
Total corporate bonds —  128,647  —  128,647  26 
Exchange traded fund(1)
 258,297  —  —  258,297  52 
U.S. Government and Agency —  44,213  —  44,213  9 
Other bonds —  200  —  200  — 
Guaranteed annuity contract(2)
 —  43,116  —  43,116  8 
Short-term investments 4,467  —  —  4,467  1 
Other 6,547  —  —  6,547  1 
$ 269,311  $ 216,176  $ —  485,487  97 
Other long-term investments(3)
 14,288  3 
Total pension assets
$ 499,775  100 
(1)A fund including marketable securities that mirror the S&P 500 index.
(2)Representing a guaranteed annuity contract issued by Globe Life Inc.'s subsidiary, American Income Life Insurance Company, to fund the obligations of the American Income Life Insurance Company Collective Bargaining Agreement Employees Pension Plan.
(3)Included in other long-term investments is an investment fund that reports the Globe Life Inc. Pension Plan's pro-rata share of the limited partnership's net asset value per share or its equivalent (NAV), as a practical expedient for fair value. The Globe Life Inc. Pension Plan owns approximately 1% of the investment fund. As of December 31, 2022, the expected term of the investment fund was approximately 2 years and the commitment of the investment is fully funded. The investment is non-redeemable.

Globe Life's investment objectives and goals for its plan assets include generating strong risk-adjusted returns, maintaining diversification, investing in accordance with the liabilities of the plan, and satisfying the liquidity needs of the plan. Globe Life seeks to accomplish these objectives by investing in public and private markets and diversifying across asset classes, industries, sectors and entities. Globe Life intends to maintain an asset mix that when combined with future plan contributions will produce adequate long-term risk adjusted returns relative to expected changes in the liability as a result of changes to interest rates or earned benefits.
 
The majority of the securities in the portfolio are highly marketable so that there will be adequate liquidity to meet projected payments. There are no specific policies calling for asset durations to match those of benefit obligations.

Allowed investments include equity, fixed income, real assets and short term investments. Equity securities include common stocks or equivalents, preferred stocks, and/or funds investing primarily in private or public equity investments. Fixed income securities include loans of corporations or commercial real estate as well as marketable debt securities issued by either the U.S. Government, Agencies of the U.S. Government, state, local and municipal governments, domestic and foreign corporations, Special Purpose Vehicles secured by pools of financial assets, and other U.S. financial institutions. Real Assets include equity interest in core or non-core real estate or infrastructure with U.S. or non-U.S. exposure. Short-term investments consist of fixed income securities maturing in one year or less.

The assets are to be invested in a mix of allowed investments that best serve the objectives of the pension plan. Factors to be considered in determining the asset mix include funded status, annual pension expense, annual pension contributions, and balance sheet liability. The investment portfolio is well diversified to avoid undue exposure to an asset class, sector, industry, business, or security.
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Globe Life Inc.
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)
The Company does not employ any other special risk management techniques, such as derivatives, in managing the pension investment portfolio.

Globe Life's public equity within the pension plan assets consists of an exchange traded fund that mirrors the S&P 500 index which better aligns with a passive approach rather than an actively managed portfolio. At December 31, 2023, there were no restricted investments contained in the portfolio. Plan contributions have been invested primarily in fixed maturity and equity securities during the three years ended December 31, 2023.

The following table presents additional information about the Company's investment funds included in pension plan assets as of December 31, 2023 and December 31, 2022 at fair value:
Fair Value Unfunded Commitments
Investment Category 2023 2022 2023
Redemption Term/Notice(1)
Multi-asset class $ 14,714  $ 14,288  $ 7,203  Non-redeemable
Private equity 3,600  —  56,472  Non-redeemable
Total
$ 18,314  $ 14,288  $ 63,675 
(1) Non-redeemable funds generally have an expected life of 7 to 10 years from fund closing with extension options of 2 to 4 years. Redemptions are paid out throughout the life of the funds at the General Partner's discretion.

SERP: The following tables include premiums paid for the company owned life insurance (COLI) for the three years ended December 31, 2023 and investments of the Rabbi Trust for the two years ended December 31, 2023.

Year Ended December 31,
2023 2022 2021
Premiums paid for insurance coverage $ 443  $ 443  $ 2,193 
At December 31,
2023 2022
Total investments:
COLI $ 55,185  $ 54,681 
Exchange traded funds 86,156  71,258 
$ 141,341  $ 125,939 

Pension Plans and SERP Liabilities: The following table presents projected benefit obligation (PBO) and accumulated benefit obligation (ABO) for the Pension Plans and SERP at December 31, 2023 and 2022.
December 31,
2023 2022
PBO ABO PBO ABO
Pension plans $ 554,957  $ 493,040  $ 492,103  $ 458,510 
SERP 72,603  69,332  70,464  67,776 
Benefit obligation
$ 627,560  $ 562,372  $ 562,567  $ 526,286 

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Globe Life Inc.
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)
For the year ended December 31, 2023, the Pension Plans have plan assets with fair values in excess of projected benefit obligations. The projected benefit obligations and the fair value of plan assets were as follows:
At December 31,
2023 2022
Funded benefit pension plans PBO $ 554,957  $ 492,103 
Funded benefit pension plans fair value of plan assets 570,767  499,775 

For the year ended December 31, 2023, the funded benefit pension plans have plan assets with fair value in excess of the accumulated benefit obligations. The accumulated benefit obligations and the fair value of plan assets were as follows:
At December 31,
2023 2022
Funded benefit pension plans ABO $ 493,040  $ 458,510 
Funded benefit pension plans fair value of plan assets 570,767  499,775 

The following table discloses the assumptions used to determine Globe Life's pension liabilities and costs for the appropriate periods. The discount and compensation increase rates are used to determine current year projected benefit obligations and subsequent year pension expense. The long-term rate of return is used to determine current year expense. Differences between assumptions and actual experience are included in actuarial gain or loss.

Weighted Average Pension Plan Assumptions
For Benefit Obligations at December 31: 2023 2022
Discount rate 5.40  % 5.71  %
Rate of compensation increase 4.40  4.40 
For Periodic Benefit Cost for the Year: 2023 2022 2021
Discount rate 5.71  % 3.19  % 2.92  %
Expected long-term returns 6.98  6.98  6.67 
Rate of compensation increase 4.40  4.43  3.97 

The discount rate is determined based on the expected duration of plan liabilities. A yield is then derived based on the current market yield of a hypothetical portfolio of high quality corporate bonds that match the liability's average life. The rate of compensation increase is projected based on Company experience, modified as appropriate for future expectations. The expected long-term rate of return on plan assets is management’s best estimate of the average rate of earnings expected to be received on the assets invested in the plan over the benefit period. In determining this assumption, consideration is given to the historical rate of return earned on the assets, the projected returns over future periods, and the discount rate used to compute benefit obligations.

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Globe Life Inc.
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)
Net Periodic Benefit Cost: Net periodic benefit cost for the defined benefit plans by expense component was as follows:
  Year Ended December 31,
  2023 2022 2021
Service cost—benefits earned during the period $ 21,568  $ 34,624  $ 31,672 
Interest cost on projected benefit obligation 31,367  24,445  21,957 
Expected return on assets (38,625) (35,539) (32,331)
Amortization of prior service cost (credit) 1,075  1,077  631 
Recognition of actuarial gain (loss) (160) 12,433  19,849 
Net periodic benefit cost
$ 15,225  $ 37,040  $ 41,778 


An analysis of the impact on other comprehensive income (loss) concerning pensions and other postretirement benefits is as follows:
Year Ended December 31,
2023 2022 2021
Balance at January 1
$ 1,570  $ (131,239) $ (208,770)
Amortization of:
Prior service cost (credit) 1,075  1,077  631 
Net actuarial (gain) loss(1)
 (1,465) 12,677  20,166 
Total amortization (390) 13,754  20,797 
Plan amendments —  —  (4,565)
Experience gain (loss)(2)
 (3,907) 119,055  61,299 
Balance at December 31
$ (2,727) $ 1,570  $ (131,239)
(1)Includes amortization of postretirement benefits other than pensions of $(732) thousand in 2023, $289 thousand in 2022, and $228 thousand in 2021. 
(2)The increase in the experience gain (loss) is related to an increase discount rate.
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Globe Life Inc.
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)
The following table presents a reconciliation from the beginning to the end of the year of the PBO for the Pension Plans and SERP, and the plan assets for the Pension Plans. This table also presents the amounts previously recognized as a component of accumulated other comprehensive income.

Pension Benefits
Year Ended December 31,
2023 2022
Changes in PBO:
PBO at beginning of year $ 562,567  $ 778,934 
Service cost 21,568  34,624 
Interest cost 31,367  24,445 
Actuarial loss (gain) 40,569  (241,995)
Benefits paid (28,511) (33,441)
PBO at end of year 627,560  562,567 
Changes in plan assets:
Fair value at beginning of year 499,775  597,547 
Return on assets 75,062  (94,175)
Contributions 24,441  29,844 
Benefits paid (28,511) (33,441)
Fair value at end of year 570,767  499,775 
Funded status at year end
$ (56,793) $ (62,792)

Changes in the PBO related to actuarial losses (gains) are primarily attributed to changes in the discount rate.

Year Ended December 31,
Amounts recognized in accumulated other comprehensive income consist of: 2023 2022
Net loss (gain) $ (227) $ (4,497)
Prior service cost 6,494  7,569 
Net amounts recognized at year end $ 6,267  $ 3,072 


Globe Life has estimated its expected pension benefits to be paid over the next ten years as of December 31, 2023. These estimates use the same assumptions that measure the benefit obligation at December 31, 2023, taking estimated future employee service into account. Those estimated benefits are as follows:
For the year(s):  
2024 $ 28,870 
2025 29,865 
2026 32,606 
2027 34,828 
2028 37,363 
2029-2033 220,202 

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Globe Life Inc.
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)
Note 11—Supplemental Disclosures of Cash Flow Information
 
The following table summarizes Globe Life's noncash transactions, which are not reflected on the Consolidated Statements of Cash Flows:
Year Ended December 31,
2023 2022 2021
Stock-based compensation not involving cash $ 30,736  $ 35,650  $ 30,272 
Commitments for low-income housing interests —  136,882  177,010 
Exchanges of fixed maturity investments 50,936  147,612  109,226 
Net unsettled security trades 3,833  —  6,963 
Noncash tax credits 1,083  1,000  1,883 
 
The following table summarizes certain amounts paid during the period:
Year Ended December 31,
2023 2022 2021
Interest paid $ 99,545  $ 88,814  $ 83,072 
Income taxes paid 121,034  114,888  96,218 

 
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Globe Life Inc.
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)
Note 12—Debt

On May 11, 2023, Globe Life issued a $170 million term loan with an 18-month term and a variable interest rate. The proceeds from the term loan were used to retire the $166 million 7.875% Senior Notes, which matured on May 15, 2023, as well as for other corporate purposes. The following table presents information about the terms and outstanding balances of Globe Life's debt.
 
Selected Information about Debt Issues
As of December 31,
2023 2022
Instrument Issue Date Maturity Date Coupon Rate Par
Value		 Unamortized Discount & Issuance Costs Book
Value		 Fair
Value		 Book
Value
Senior notes(3)
 05/27/1993 05/15/2023 7.875% $ —  $ —  $ —  $ —  $ 165,500 
Senior notes 09/27/2018 09/15/2028 4.550% 550,000  (3,717) 546,283  545,495  545,601 
Senior notes 08/21/2020 08/15/2030 2.150% 400,000  (3,330) 396,670  335,096  396,219 
Senior notes(1)
 05/19/2022 06/15/2032 4.800% 250,000  (4,127) 245,873  242,704  245,493 
Junior subordinated debentures 11/17/2017 11/17/2057 5.275% 125,000  (1,573) 123,427  120,674  123,410 
Junior subordinated debentures 06/14/2021 06/15/2061 4.250% 325,000  (7,694) 317,306  247,260  317,229 
1,650,000  (20,441) 1,629,559  1,491,229  1,793,452 
Less current maturity of long-term debt —  —  —  —  165,500 
Total long-term debt
1,650,000  (20,441) 1,629,559  1,491,229  1,627,952 
Current maturity of long-term debt —  —  —  —  165,500 
Term loan(2)
 05/11/2023 11/11/2024 6.740% 170,000  (451) 169,549  169,549  — 
Commercial paper 319,000  (2,436) 316,564  316,564  283,603 
Total short-term debt
489,000  (2,887) 486,113  486,113  449,103 
Total debt
$ 2,139,000  $ (23,328) $ 2,115,672  $ 1,977,342  $ 2,077,055 
(1)An additional $150 million par value and book value is held by insurance subsidiaries that eliminates in consolidation.
(2)Interest calculated quarterly using Secured Overnight Financing Rate (SOFR) plus 135 basis points.
(3)The $166 million of 7.875% Senior notes matured on May 15, 2023.

The commercial paper has the highest priority of all unsecured debt, followed by senior notes then junior subordinated debentures. The senior notes are callable under a make-whole provision, and the junior subordinated debentures are subject to an optional redemption five years from issuance. Interest on the 4.25% junior subordinated debentures is payable quarterly while all other long-term debt is payable semi-annually.

Contractual Debt Obligations: The following table presents expected scheduled principal payments under our contractual debt obligations:
Year Ended December 31,
2024 2025 2026 2027 2028 Thereafter
Debt obligations $ 489,000  $ —  $ —  $ —  $ 550,000  $ 1,100,000 

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Globe Life Inc.
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)
Credit Facility: On September 30, 2021, Globe Life amended the credit agreement dated August 24, 2020, which provides for a $750 million revolving credit facility that may be increased to $1 billion upon approval of the participating banks. The amended credit facility matures September 30, 2026, and may be extended up to two one-year periods upon the Company's request. Pursuant to this agreement, the participating lenders have agreed to make revolving loans to Globe Life and to issue secured or unsecured letters of credit. The Company has not drawn on any of the credit to date. The facility is further designated as a back-up credit line for a commercial paper program under which the Company may either borrow from the credit line or issue commercial paper at any time, with total commercial paper outstanding not to exceed the facility maximum of $750 million, less any letters of credit issued. Interest is charged at variable rates. In accordance with the agreement, Globe Life is subject to certain covenants regarding capitalization. As of December 31, 2023, the Company was in full compliance with these covenants.

Commercial paper outstanding and any long-term debt due within one year are reported as short-term debt on the Consolidated Balance Sheets. A table presenting selected information concerning Globe Life's commercial paper borrowings is presented below.
 
Credit Facility—Commercial Paper
At December 31,
2023 2022
Balance commercial paper at end of period (at par value)
 $ 319,000  $ 285,000 
Annualized interest rate 5.71  % 4.78  %
Letters of credit outstanding $ 115,000  $ 125,000 
Remaining amount available under credit line 316,000  340,000 
Year Ended December 31,
2023 2022 2021
Average balance of commercial paper outstanding during period (par value)
 $ 290,024  $ 322,531  $ 311,049 
Daily-weighted average interest rate (annualized) 5.40  % 1.89  % 0.23  %
Maximum daily amount outstanding during period (par value)
 $ 477,700  $ 500,529  $ 465,033 
Commercial paper issued during period (par value)
 2,029,000  2,269,444  1,964,313 
Commercial paper matured during period (par value) (1,995,000) (2,314,477) (1,889,280)
Net commercial paper issued (matured) during period (par value)
 34,000  (45,033) 75,033 

The Company increased the commercial paper borrowings by $34 million from the prior year. We had no difficulties in accessing the commercial paper market under this facility during the year ended December 31, 2023 and 2022.

Federal Home Loan Bank (FHLB): FHLB membership provides our insurance subsidiaries with access to various low-cost collateralized borrowings and funding agreements. The membership requires ownership of FHLB common stock, as well as the purchase of activity-based common stock equal to approximately 4.1% of outstanding borrowings.

Globe Life owned $22.3 million in FHLB common stock as of December 31, 2023 and $14.3 million as of December 31, 2022. The FHLB stock is restricted for the duration of the membership and recorded at cost (par) as required by applicable guidance. The FHLB stock is included in "Other long-term investments" in the Consolidated Balance Sheets. Borrowings with the FHLB are subject to the availability of pledged assets at Globe Life. As of December 31, 2023, Globe Life's maximum borrowing capacity under the FHLB facility was approximately $1.0 billion, net of outstanding funding agreements and short-term borrowings, on pledged assets with a fair value of $1.3 billion. As of December 31, 2023, $138 million in funding agreements were outstanding with the FHLB, compared to $23 million as of December 31, 2022. This amount is included in "Other policyholders' funds" in the Consolidated Balance Sheets.
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Globe Life Inc.
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)
Note 13—Shareholders' Equity

Share Data: A summary of common share activity is presented in the following chart.
Common Stock
Issued Treasury
Stock
2021:
Balance at January 1, 2021 113,218,183  (9,420,699)
Grants of restricted stock —  10,031 
Vesting of performance shares —  210,155 
Issuance of common stock due to exercise of stock options —  1,191,704 
Treasury stock acquired —  (5,642,036)
Retirement of treasury stock (4,000,000) 4,000,000 
Balance at December 31, 2021
109,218,183  (9,650,845)
2022:
Grants of restricted stock —  10,746 
Vesting of performance shares —  66,751 
Issuance of common stock due to exercise of stock options —  1,519,728 
Treasury stock acquired —  (4,424,668)
Retirement of treasury stock (4,000,000) 4,000,000 
Balance at December 31, 2022
105,218,183  (8,478,288)
2023:
Grants of restricted stock —  7,110 
Vesting of performance shares —  84,298 
Issuance of common stock due to exercise of stock options —  1,375,313 
Treasury stock acquired —  (4,415,287)
Retirement of treasury stock (3,000,000) 3,000,000 
Balance at December 31, 2023
102,218,183  (8,426,854)

There was no activity related to the preferred stock in years 2021 through 2023.

Acquisition of Common Shares: Globe Life shares are acquired through open market purchases under the Globe Life stock repurchase program when it is determined to be the best use of Globe Life's excess cash flows. This yields a return that is better than available alternatives and exceeds our cost of equity. When stock options are exercised, proceeds from the exercises are generally used to repurchase approximately the number of shares available with those funds in order to reduce dilution. See the following summary below:
Globe Life Share Repurchase Program Share Repurchase for Dilution Purposes
Shares Acquired
(in thousands)		 Total Cost Average Price Shares Acquired
(in thousands)		 Total Cost Average Price
2023
3,369  $ 380,103  $ 112.84  1,080  $ 127,155  $ 117.72 
2022
3,322  335,145  100.90  1,103  119,493  108.33 
2021
4,784  455,030  95.11  858  86,405  100.75 




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Globe Life Inc.
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)
Restrictions: Restrictions exist on the flow of funds to Globe Life Inc. from its insurance subsidiaries. Statutory regulations require life insurance subsidiaries to maintain certain minimum amounts of capital and surplus. Dividends from insurance subsidiaries of Globe Life Inc. are restricted based on regulations by their states of domicile. Additionally, insurance company distributions are generally not permitted in excess of statutory surplus. Subsidiaries are also subject to certain minimum capital requirements. Subsidiaries of Globe Life paid cash dividends to the Parent Company in the amount of $460 million in 2023, $407 million in 2022, and $479 million in 2021. As of December 31, 2023, dividends from insurance subsidiaries to the Parent Company available to be paid in 2024 are limited to the amount of $466 million without regulatory approval, such that $1.2 billion was considered restricted net assets of the subsidiaries. Dividends exceeding these limitations may be available during the year pending regulatory approval. While there are no legal restrictions on the payment of dividends to shareholders from Globe Life's retained earnings, retained earnings as of December 31, 2023 were restricted by lenders’ covenants which require the Company to maintain and not distribute $4.3 billion from its total consolidated retained earnings of $7.5 billion.

Earnings per Share: A reconciliation of basic and diluted weighted-average shares outstanding used in the computation of basic and diluted earnings per share is as follows:
Year Ended December 31,
2023 2022 2021
Basic weighted average shares outstanding 95,098,474  97,927,770  102,069,781 
Weighted average dilutive options outstanding 1,265,367  1,056,874  1,100,351 
Diluted weighted average shares outstanding 96,363,841  98,984,644  103,170,132 
Antidilutive shares 422,739  31,269  2,412,884 

Antidilutive shares are excluded from the calculation of diluted earnings per share. All antidilutive shares noted above result from outstanding out of the money employee and Director stock options.


Note 14—Stock-Based Compensation
 
Globe Life's stock-based compensation consists of stock options, restricted stock, restricted stock units, and performance shares. Certain employees and members of the board of directors (directors) have been granted fixed equity options to buy shares of Globe Life stock at the market value of the stock on the date of grant, under the provisions of the Globe Life stock option plans. The options are exercisable during the period commencing from the date they vest until expiring according to the terms of the grant. Options generally expire the earlier of employee termination or option contract term, which are either seven-year or ten-year terms. However, depending on the circumstances of termination, options may be exercised for a period of time following termination of employment or upon death or disability. Options generally vest in accordance with the following schedule:
Shares vested by period
Contract Period 6 Months Year 1 Year 2 Year 3 Year 4 Year 5
Directors
7 years 100% —% —% —% —% —%
Employees
7 years —% —% 50% 50% —% —%
Employees
10 years —% —% 25% 25% 25% 25%

All employee options vest immediately upon retirement on or after the attainment of age 65, upon death, or disability. Globe Life generally issues shares for the exercise of stock options from treasury stock. The Company generally uses the proceeds from option exercises to buy shares of Globe Life common stock in the open market to reduce the dilution from option exercises.

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Globe Life Inc.
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)
An analysis of shares available for grant is as follows:
Available for Grant
2023 2022 2021
Balance at January 1,
3,177,886  4,727,088  5,984,418 
Options expired and forfeited during year(1)
 122,962  13,405  5,304 
Performance shares expired and forfeited during year(2)
 39,060  23,250  34,255 
Restricted stock units expired and forfeited during the year(2)
 12,513  —  — 
Options granted during year(1)
 (422,501) (1,105,180) (1,091,495)
Restricted stock, restricted stock units, and performance shares granted(2)
 (598,604) (480,677) (205,394)
Balance at December 31,
2,331,316  3,177,886  4,727,088 
(1)Plan allows for grant of options such that each grant reduces shares available for grant in a range from 0.85 share to 1.0 share.
(2)Plan allows for grant of restricted stock, restricted stock units and performance shares such that each stock grant reduces shares available for grant in a range from 3.10 shares to 3.88 shares.


A summary of stock compensation activity for each of the three years ended December 31, 2023 is presented below:
2023 2022 2021
Stock-based compensation expense recognized(1)
 $ 30,736  $ 35,650  $ 30,272 
Tax benefit recognized 11,178  12,738  11,954 
(1)No stock-based compensation expense was capitalized in any period in accordance with applicable GAAP.

Additional stock compensation information is as follows at December 31:
2023 2022
Unrecognized compensation(1)
 $ 36,599  $ 33,977 
Weighted average period of expected recognition (in years)(1)
 0.53 0.56
(1)Includes stock options, restricted stock units and performance shares.

No equity awards were cash settled during the three years ended December 31, 2023.

Options: The following table summarizes information about stock options outstanding at December 31, 2023.
  Options Outstanding Options Exercisable
Range of
Exercise Prices		 Number
Outstanding		 Weighted-
Average
Remaining
Contractual
Life (Years)		 Weighted-
Average
Exercise
Price		 Number
Exercisable		 Weighted-
Average
Exercise
Price
$50.64 - $82.56
 1,210,102  2.25 $ 78.28  1,210,102  $ 78.28 
87.60 - 98.32
 1,908,002  3.33 93.98  1,435,140  92.55 
100.74
 1,039,117  3.09 100.74  1,039,117  100.74 
103.23 - 120.49
 1,783,099  5.35 108.04  318,669  103.46 
$50.64 - $120.49
 5,940,320  3.68 $ 96.19  4,003,028  $ 91.23 

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Globe Life Inc.
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)
An analysis of option activity for each of the three years ended December 31, 2023, is as follows:
2023 2022 2021
Options Weighted-Average
Exercise Price		 Options Weighted-Average
Exercise Price		 Options Weighted-Average
Exercise Price
Outstanding—beginning of year
6,962,374  $ 91.73  7,197,662  $ 85.11  7,111,231  $ 78.28 
Granted:
7-year term
 497,060  120.49  1,300,211  103.20  1,284,112  98.28 
Exercised (1,375,313) 82.95  (1,519,728) 70.14  (1,191,704) 58.59 
Expired and forfeited (143,801) 90.92  (15,771) 96.54  (5,977) 74.15 
Outstanding—end of year
5,940,320  $ 96.19  6,962,374  $ 91.73  7,197,662  $ 85.11 
Exercisable at end of year
4,003,028  $ 91.23  3,666,871  $ 84.00  3,659,755  $ 75.55 

Additional information about Globe Life's stock option activity as of December 31, 2023 and 2022 is as follows:
2023 2022
Outstanding options:
Weighted-average remaining contractual term (in years) 3.68 4.08
Aggregate intrinsic value $ 151,685  $ 200,681 
Exercisable options:
Weighted-average remaining contractual term (in years) 3.01 3.01
Aggregate intrinsic value $ 122,052  $ 134,033 

Selected stock option activity for the three years ended December 31, 2023, is presented below:
2023 2022 2021
Weighted-average grant-date fair value of options granted
(per share)		 $ 32.25  $ 22.03  $ 18.01 
Intrinsic value of options exercised 49,163  58,201  50,641 
Cash received from options exercised 114,080  106,592  69,826 
Actual tax benefit received 9,379  11,907  10,545 

Additional information concerning Globe Life's unvested options is as follows at December 31:
2023 2022
Number of shares outstanding 1,937,292  3,295,503 
Weighted-average exercise price (per share) $ 106.42  $ 100.33 
Weighted-average remaining contractual term (in years) 5.05 5.26
Aggregate intrinsic value $ 29,634  $ 66,647 

Globe Life expects that substantially all unvested options will vest.

Restricted Stock: Restricted stock grants consist of time-vested grants, restricted stock units, and performance shares. Time-vested restricted stock is available to directors and vests over six months. The directors' restricted stock units vest over six months and are converted to shares upon their retirement from the Board. Employees' restricted stock units vest and become non-forfeitable on the vesting date (generally three years from the grant date) or upon meeting certain retirement criteria, or in the event of death or disability. Director restricted stock and restricted stock units are generally granted on the first business day of the calendar year. Performance shares are granted to a limited number of senior executives.
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Globe Life Inc.
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)
Performance shares have a three-year performance period and are not settled in shares until the certification of the three-year performance period. While the grant specifies a stated target number of shares, the determination of the actual settlement in shares will be based on the achievement of certain performance objectives of Globe Life over the three-year performance period. Certain executive restricted stock and performance share grants contain terms related to age that could accelerate vesting.

Following are the restricted stock units outstanding for each of the three years ended December 31, 2023.
Year of grants Outstanding as of year end
2021 84,426 
2022 93,381 
2023 163,108 

Below is the final determination of the performance share grants in 2019 to 2021:
Year of grants Final settlement of shares Final settlement date
2019 66,751  February 23, 2022
2020 84,298  February 22, 2023
2021 143,211  February 28, 2024

For the 2022 and 2023 performance share grants, actual shares that could be distributed range from 0 to 220 thousand for the 2022 grants and 0 to 122 thousand shares for the 2023 grants.

A summary of restricted stock grants for each of the years in the three-year period ended December 31, 2023, is presented in the table below.
2023 2022 2021
Directors restricted stock:
Shares 7,110  10,746  10,031 
Price per share $ 119.59  $ 94.94  $ 92.40 
Aggregate value $ 850  $ 1,020  $ 927 
Percent vested 100  % 100  % 97  %
Directors restricted stock units (including dividend equivalents):
Shares 9,479  8,956  7,258 
Price per share $ 117.73  $ 95.62  $ 92.60 
Aggregate value $ 1,116  $ 856  $ 672 
Percent vested 100  % 100  % 96  %
Employees restricted stock units:
Shares 96,975  —  — 
Price per share $ 120.18  $ —  $ — 
Aggregate value $ 11,654  $ —  $ — 
Percent vested —  % —  % —  %
Performance shares:
Target shares 81,300  146,500  139,500 
Target price per share $ 120.49  $ 103.23  $ 98.32 
Aggregate value $ 9,796  $ 15,123  $ 13,716 
Percent vested —  % —  % —  %

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Globe Life Inc.
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)
Time-vested restricted stockholders are entitled to dividend payments on the unvested stock. Director restricted stock unit holders are entitled to dividend equivalents. These equivalents are granted in the form of additional restricted stock units and vest immediately upon grant. Dividend equivalents are applicable only to directors' restricted stock units. Performance shares held by employees are not entitled to dividend equivalents and are not entitled to dividend payments until the shares are vested and settled.

An analysis of nonvested restricted stock is as follows:
Executive
Performance
Shares		 Directors
Restricted
Stock		 Directors
Restricted
Stock
Units
Employees
Restricted
Stock
Units
 Total
2021:
Balance at December 31, 2020 518,976  —  —  —  518,976 
Grants 139,500  10,031  7,258  —  156,789 
Additional performance shares(1)
 (94,883) —  —  —  (94,883)
Restriction lapses (210,155) (9,742) (6,969) —  (226,866)
Forfeitures (11,050) —  —  —  (11,050)
Balance at December 31, 2021 342,388  289  289  —  342,966 
2022:
Grants 146,500  10,746  8,956  —  166,202 
Additional performance shares(1)
 (16,102) —  —  —  (16,102)
Restriction lapses (66,751) (11,035) (9,245) —  (87,031)
Forfeitures (7,500) —  —  —  (7,500)
Balance at December 31, 2022 398,535  —  —  —  398,535 
2023:
Grants 81,300  7,110  9,479  96,975  194,864 
Additional performance shares(1)
 (28,857) —  —  —  (28,857)
Restriction lapses (84,298) (7,110) (9,479) —  (100,887)
Forfeitures (12,600) —  —  (4,410) (17,010)
Balance at December 31, 2023 354,080  —  —  92,565  446,645 
(1)Estimated additional (reduced) share grants expected due to achievement of performance criteria.

An analysis of the weighted-average grant-date fair values per share of nonvested restricted stock is as follows for the year 2023:
Executive Performance Shares Directors Restricted Stock Directors Restricted Stock Units
Employees
Restricted
Stock
Units
Grant-date fair value per share at January 1, 2023
$ 100.68  $ —  $ —  $ — 
Grants 120.49  119.59  117.92  120.18 
Estimated additional performance shares (99.81) —  —  — 
Restriction lapses (100.74) (119.59) (117.92) — 
Forfeitures (100.74) —  —  (120.49)
Grant-date fair value per share at December 31, 2023
105.28  —  —  120.16 

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Globe Life Inc.
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)

Note 15—Business Segments

Globe Life is organized into four segments: life insurance, supplemental health insurance, annuities, and investments. In addition, other expenses not included in these segments are reported in "Corporate & Other."

Globe Life's reportable insurance segments are based on the insurance product lines it markets and administers: life insurance, supplemental health insurance, and annuities. These major product lines are set out as reportable segments because of the common characteristics of products within these categories, comparability of margins, and the similarity in regulatory environment and management techniques. There is also an investment segment that manages the investment portfolio and cash flow for the insurance segments and the corporate function, which has been retrospectively adjusted to exclude the interest on deferred acquisition costs due to the adoption of ASU 2018-12 and the interest on debt. The Company's chief operating decision makers evaluate the overall performance of the operations of the Company in accordance with these segments.

Life insurance products marketed by Globe Life include traditional whole life and term life insurance. An immaterial amount of annuities sold as companion products are included in the life segment. Health insurance products are generally guaranteed renewable and include Medicare Supplement, cancer, critical illness, accident, and other limited-benefit supplemental hospital and surgical products. Annuities include fixed-benefit contracts.

The following tables present segment premium revenue by each of Globe Life's distribution channels.


Premium Income by Distribution Channel
For the Year 2023
  Life Health Annuity Total
Distribution Channel Amount % of
Total		 Amount % of
Total		 Amount % of
Total		 Amount % of
Total
American Income $ 1,588,702  51  $ 120,332  9  $ —  —  $ 1,709,034  38 
Direct to Consumer 991,406  32  68,575  5  —  —  1,059,981  24 
Liberty National 349,736  11  187,934  14  —  —  537,670  12 
United American 7,311  —  545,723  42  —  —  553,034  13 
Family Heritage 6,134  —  396,209  30  —  —  402,343  9 
Other 193,955  6  —  —  —  —  193,955  4 
$ 3,137,244  100  $ 1,318,773  100  $ —  —  $ 4,456,017  100 
  For the Year 2022
  Life Health Annuity Total
Distribution Channel Amount
% of
Total
 Amount
% of
Total
 Amount
% of
Total
 Amount
% of
Total
American Income $ 1,505,034  50  $ 117,353  9  $ —  —  $ 1,622,387  38 
Direct to Consumer 985,488  33  71,129  5  —  —  1,056,617  24 
Liberty National 327,469  11  187,241  15  —  —  514,710  12 
United American 7,966  —  539,874  42  1  100  547,841  13 
Family Heritage 5,586  —  366,820  29  —  —  372,406  9 
Other 196,281  6  —  —  —  —  196,281  4 
$ 3,027,824  100  $ 1,282,417  100  $ 1  100  $ 4,310,242  100 
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Globe Life Inc.
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)
  For the Year 2021
  Life Health Annuity Total
Distribution Channel Amount
% of
Total
 Amount
% of
Total
 Amount
% of
Total
 Amount % of
Total
American Income $ 1,401,898  48  $ 114,742  9  $ —  —  $ 1,516,640  37 
Direct to Consumer 968,365  34  73,976  6  —  —  1,042,341  25 
Liberty National 311,200  11  187,669  16  —  —  498,869  12 
United American 8,892  —  480,656  40  1  100  489,549  12 
Family Heritage 4,957  —  343,839  29  —  —  348,796  9 
Other 198,618  7  —  —  —  —  198,618  5 
$ 2,893,930  100  $ 1,200,882  100  $ 1  100  $ 4,094,813  100 

Due to the nature of the life insurance industry, Globe Life has no individual or group which would be considered a major customer. Substantially all of Globe Life's business is conducted in the United States.
 
The measure of profitability established by the chief operating decision makers for the insurance segments is underwriting margin before other income and administrative expenses, in accordance with the manner in which the segments are managed. It essentially represents gross profit margin on insurance products before insurance administrative expenses and consists primarily of premium less net policy benefits, acquisition expenses, and commissions. Required interest on policy liabilities is reflected as a component of the Investment segment (rather than as a component of underwriting margin in the insurance and annuity segments) in order to match this cost with the investment income earned on the assets supporting the policy liabilities.
 
The measure of profitability for the Investment segment is excess investment income, representing the income earned on the investment portfolio in excess of policy requirements. During the implementation of ASU 2018-12, the Company reviewed its segment disclosures and modified the measure of profitability of our Investment Segment due to the adoption impact of the standard and to align more appropriately with how we view and measure this segment. As of January 1, 2023, this measure was retrospectively adjusted to exclude the interest on deferred acquisition costs due to the adoption of ASU 2018-12 and the interest expense on debt. Other than the above-mentioned interest allocations, no other intersegment revenues or expenses are recognized. Expenses directly attributable to corporate operations are included in the “Corporate & Other” category. Stock-based compensation expense is considered a corporate expense by Globe Life management and is included in this category. All other unallocated revenues and expenses on a pretax basis, including insurance administrative expense and interest on debt, are also included in the “Corporate & Other” segment category.
 
Globe Life holds a sizable investment portfolio to support its insurance liabilities, the yield from which is used to offset policy benefit, acquisition, administrative, and tax expenses. This yield or investment income is taken into account when establishing premium rates and profitability expectations for its insurance products. From time to time, investments are sold or called, or experience a credit loss event, each of which are reflected by the Company as realized gain (loss)—investments. These gains or losses generally occur as a result of disposition due to issuer calls, compliance with Company investment policies, or other reasons often beyond management’s control. Unlike investment income, realized gains and losses are incidental to insurance operations, and only overall yields are considered when setting premium rates or insurance product profitability expectations. While these gains and losses are not relevant to segment profitability or core operating results, they can have a material positive or negative result on net income. For these reasons, management removes realized investment gains and losses when it views its segment operations.

Management also removes non-operating items unrelated to the Company's core insurance activities when evaluating those results. Therefore, these items are excluded in its presentation of segment results because accounting guidance requires that operating segment results be presented as management views its business. With the exception of the administrative settlements, all of these items are included in “Other operating expense” in the Consolidated Statements of Operations for the appropriate year. See additional detail below in the tables.
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Globe Life Inc.
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)
The following tables set forth a reconciliation of Globe Life's revenues and operations by segment to its major income statement line items. See Note—1 Significant Accounting Policies for additional information concerning reconciling items of segment profits to pretax income.
Year Ended December 31, 2023
Life Health Annuity Investment Corporate & Other Adjustments Consolidated
Revenue:
Premium $ 3,137,244  $ 1,318,773  $ —  $ —  $ —  $ —  $ 4,456,017 
Net investment income —  —  —  1,056,884  —  —  1,056,884 
Other income —  —  —  —  308  —  308 
Total revenue 3,137,244  1,318,773  —  1,056,884  308  —  5,513,209 
Expenses:
Policy obligations 2,050,789  776,362  28,039  9,061  —  —  2,864,251 
Required interest on reserves (772,701) (106,516) (38,224) 917,441  —  —  — 
Required interest on DAC —  —  —  —  —  —  — 
Amortization of acquisition costs 327,426  50,598  1,676  —  —  —  379,700 
Commissions, premium taxes, and non-deferred acquisition costs 338,758  220,392  17  —  —  —  559,167 
Insurance administrative expense(1)
 —  —  —  —  301,161  900  (2) 302,061 
Parent expense —  —  —  —  10,866  4,170  (3) 15,036 
Stock-based compensation expense —  —  —  —  30,736  —  30,736 
Interest expense —  —  —  —  102,316  —  102,316 
Total expenses 1,944,272  940,836  (8,492) 926,502  445,079  5,070  4,253,267 
Subtotal 1,192,972  377,937  8,492  130,382  (444,771) (5,070) 1,259,942 
Non-operating items —  —  —  —  —  5,070  (2,3) 5,070 
Measure of segment profitability (pretax)
$ 1,192,972  $ 377,937  $ 8,492  $ 130,382  $ (444,771) $ —  1,265,012 
Realized gain (loss)—investments (65,676)
Legal proceedings (900)
Non-operating expenses (4,170)
Income before income taxes per Consolidated Statements of Operations
$ 1,194,266 
(1)Administrative expense is not allocated to insurance segments.
(2)Legal proceedings
(3)Non-operating expenses.




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Globe Life Inc.
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)
Year Ended December 31, 2022
Life Health Annuity Investment Corporate & Other Adjustments Consolidated
Revenue:
Premium $ 3,027,824  $ 1,282,417  $ 1  $ —  $ —  $ —  $ 4,310,242 
Net investment income —  —  —  991,800  —  —  991,800 
Other income —  —  —  —  1,246  —  1,246 
Total revenue 3,027,824  1,282,417  1  991,800  1,246  —  5,303,288 
Expenses:
Policy obligations 2,035,693  752,866  32,503  4,372  —  —  2,825,434 
Required interest on reserves (735,688) (102,315) (44,836) 882,839  —  —  — 
Amortization of acquisition costs 298,841  48,185  1,798  —  —  —  348,824 
Commissions, premium taxes, and non-deferred acquisition costs 299,453  206,544  25  —  —  —  506,022 
Insurance administrative expense(1)
 —  —  —  —  299,341  8,175  (2,3) 307,516 
Parent expense —  —  —  —  11,156  (368) (3) 10,788 
Stock-based compensation expense —  —  —  —  35,650  —  35,650 
Interest expense —  —  —  —  90,395  —  90,395 
Total expenses 1,898,299  905,280  (10,510) 887,211  436,542  7,807  4,124,629 
Subtotal 1,129,525  377,137  10,511  104,589  (435,296) (7,807) 1,178,659 
Non-operating items —  —  —  —  —  7,807  (2,3) 7,807 
Measure of segment profitability (pretax)
$ 1,129,525  $ 377,137  $ 10,511  $ 104,589  $ (435,296) $ —  1,186,466 
Realized gain (loss)—investments (76,548)
Legal proceedings (2,496)
Non-operating expenses (5,311)
Income before income taxes per Consolidated Statements of Operations
$ 1,102,111 
(1)Administrative expense is not allocated to insurance segments.
(2)Legal proceedings.
(3)Non-operating expenses.


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Globe Life Inc.
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)
Year Ended December 31, 2021
Life Health Annuity Investment Corporate & Other Adjustments Consolidated
Revenue:
Premium $ 2,893,930  $ 1,200,882  $ 1  $ —  $ —  $ —  $ 4,094,813 
Net investment income —  —  —  956,690  —  —  956,690 
Other income —  —  —  —  1,216  —  1,216 
Total revenue 2,893,930  1,200,882  1  956,690  1,216  —  5,052,719 
Expenses:
Policy obligations 1,897,194  721,309  34,975  4,243  —  1,325  (2) 2,659,046 
Required interest on reserves (710,301) (98,477) (46,695) 855,473  —  —  — 
Required interest on DAC —  —  —  —  —  —  — 
Amortization of acquisition costs 270,924  44,824  1,868  —  —  —  317,616 
Commissions, premium taxes, and non-deferred acquisition costs 274,475  180,748  27  —  —  —  455,250 
Insurance administrative expense(1)
 —  —  —  —  271,631  10,398  (3,4) 282,029 
Parent expense —  —  —  —  9,553  175  (4) 9,728 
Stock-based compensation expense —  —  —  —  30,272  —  30,272 
Interest expense —  —  —  83,486  —  83,486 
Total expenses 1,732,292  848,404  (9,825) 859,716  394,942  11,898  3,837,427 
Subtotal 1,161,638  352,478  9,826  96,974  (393,726) (11,898) 1,215,292 
Non-operating items —  —  —  —  —  11,898  (2,3,4) 11,898 
Measure of segment profitability (pretax)
$ 1,161,638  $ 352,478  $ 9,826  $ 96,974  $ (393,726) $ —  1,227,190 
Realized gain (loss)—investments 68,633 
Realized loss—redemption of debt (9,314)
Administrative settlements (1,325)
Legal proceedings (8,139)
Non-operating expenses (2,434)
Income before income taxes per Consolidated Statements of Operations
$ 1,274,611 
(1)Administrative expense is not allocated to insurance segments.
(2)Administrative settlements.
(3)Legal proceedings.
(4)Non-operating expenses.





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Globe Life Inc.
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)
Assets for each segment are reported based on a specific identification basis. The insurance segments’ assets contain DAC. The investment segment includes the investment portfolio, cash, and accrued investment income. Goodwill is assigned to the insurance segments at the time of purchase. All other assets are included in the Corporate & Other category. The tables below reconcile segment assets to total assets as reported on the Consolidated Balance Sheets.
 
Assets by Segment

  At December 31, 2023
  Life Health Annuity Investment Corporate & Other Consolidated
Cash and invested assets $ —  $ —  $ —  $ 19,827,199  $ —  $ 19,827,199 
Accrued investment income —  —  —  270,396  —  270,396 
Deferred acquisition costs 5,271,775  734,735  2,967  —  —  6,009,477 
Goodwill 309,609  172,182  —  —  —  481,791 
Other assets —  —  —  —  1,462,636  1,462,636 
Total assets
$ 5,581,384  $ 906,917  $ 2,967  $ 20,097,595  $ 1,462,636  $ 28,051,499 

  At December 31, 2022
  Life Health Annuity Investment Corporate & Other Consolidated
Cash and invested assets $ —  $ —  $ —  $ 18,300,927  $ —  $ 18,300,927 
Accrued investment income —  —  —  259,581  —  259,581 
Deferred acquisition costs 4,844,291  686,763  4,643  —  —  5,535,697 
Goodwill 309,609  172,182    —  —  481,791 
Other assets —  —  —  —  1,408,801  1,408,801 
Total assets
$ 5,153,900  $ 858,945  $ 4,643  $ 18,560,508  $ 1,408,801  $ 25,986,797 

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Globe Life Inc.
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)
Liabilities for each segment are reported also on a specific identification basis similar to the assets. The insurance segments' liabilities contain future policy benefits, unearned and advance premiums, and policy claims and other benefits payable. Other policyholders' funds are included in Other as well as current and deferred income taxes payable. Debt represents both short and long-term. The tables below reconcile segment liabilities to total liabilities as reported on the Consolidated Balance Sheets.

Liabilities by Segment
  At December 31, 2023
  Life Health Annuity Investment Corporate & Other Consolidated
Future policy benefits $ 16,304,797  $ 2,382,517  $ 773,039  $ —  $ —  $ 19,460,353 
Unearned and advance premiums 196,630  57,937  —  —  —  254,567 
Policy claims and other benefits payable 320,066  194,809  —  —  —  514,875 
Debt —  —  —  2,115,672  —  2,115,672 
Other 98,958  —  —  138,000  982,271  1,219,229 
Total liabilities
$ 16,920,451  $ 2,635,263  $ 773,039  $ 2,253,672  $ 982,271  $ 23,564,696 

At December 31, 2022
Life Health Annuity Investment Corporate & Other Consolidated
Future policy benefits $ 14,936,157  $ 2,206,866  $ 954,318  $ —  $ —  $ 18,097,341 
Unearned and advance premiums 196,263  57,097  —  —  —  253,360 
Policy claims and other benefits payable 325,070  184,286  —  —  —  509,356 
Debt —  —  —  2,077,055  —  2,077,055 
Other —  —  —  23,000  1,077,108  1,100,108 
Total liabilities
$ 15,457,490  $ 2,448,249  $ 954,318  $ 2,100,055  $ 1,077,108  $ 22,037,220 

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Globe Life Inc.
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)
Note 16—Selected Quarterly Data (Unaudited)
 
The following is an unaudited summary of quarterly results for the two years ended December 31, 2023. The information includes all adjustments (consisting of normal accruals), which management considers necessary for a fair presentation of the results of operations for these periods. In addition, the figures below have been retrospectively adjusted due to the impacts of ASU 2018-12. See Note 1—Significant Accounting Policies for additional information regarding the impact of the adoption.
  Three Months Ended
  March 31, June 30, September 30, December 31,
2023:
Total assets
 $ 26,922,329  $ 26,769,793  $ 26,223,345  $ 28,051,499 
Total liabilities
 23,076,038  22,789,487  21,600,214  23,564,696 
Premium income 1,095,090  $ 1,110,920  $ 1,119,335  $ 1,130,672 
Net investment income 257,105  261,244  266,926  271,609 
Realized gains (losses) (30,927) (45,843) (2,193) 13,287 
Total revenue 1,321,318  1,326,406  1,384,118  1,415,691 
Policyholder benefits 707,927  717,510  719,044  719,770 
Amortization of deferred acquisition costs 92,322  94,080  95,757  97,541 
Pretax income
 274,234  264,506  318,815  336,711 
Net income 223,610  215,260  257,083  274,802 
Basic net income per common share
 2.32  2.26  2.72  2.92 
Diluted net income per common share
 2.28  2.24  2.68  2.88 

  Three Months Ended
  March 31, June 30, September 30, December 31,
2022:
Total assets
 $ 28,215,723  $ 26,424,294  $ 25,248,899  $ 25,986,797 
Total liabilities
 25,671,448  23,203,991  21,638,930  22,037,220 
Premium income 1,064,812  1,077,199  1,079,282  1,088,949 
Net investment income 244,894  244,712  246,711  255,483 
Realized gains (losses) (7,244) (30,446) (29,155) (9,703)
Total revenue 1,302,626  1,291,764  1,297,237  1,335,113 
Policyholder benefits 694,149  691,431  737,576  702,278 
Amortization of deferred acquisition costs 84,496  86,185  88,012  90,131 
Pretax income
 294,176  276,449  234,776  296,710 
Net income 237,484  223,973  190,586  242,343 
Basic net income per common share
 2.39  2.28  1.96  2.50 
Diluted net income per common share
 2.37  2.26  1.94  2.46 



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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES
 
None.
 
Item 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures: Globe Life Inc., under the direction of the Co-Chairmen and Chief Executive Officers and the Executive Vice President and Chief Financial Officer, has established disclosure controls and procedures that are designed to ensure that information required to be disclosed by Globe Life in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. The disclosure controls and procedures are also intended to ensure that such information is accumulated and communicated to Globe Life's management, including the Co-Chairmen and Chief Executive Officers and the Executive Vice President and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures.
 
As of the end of the fiscal year completed December 31, 2023, an evaluation was performed under the supervision and with the participation of Globe Life management, including the Co-Chairmen and Chief Executive Officers and the Executive Vice President and Chief Financial Officer, of the disclosure controls and procedures (as those terms are defined in Rule 13a-15(e) under the Securities Exchange Act of 1934). Based upon their evaluation, the Co-Chairmen and Chief Executive Officers and the Executive Vice President and Chief Financial Officer have concluded that disclosure controls and procedures are effective as of the date of this Form 10-K. In compliance with Section 302 of the Sarbanes Oxley Act of 2002 (18 U.S.C. § 1350), each of these officers executed a Certification included as an exhibit to this Form 10-K.

Management's Annual Report on Internal Control over Financial Reporting: Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934. Management evaluated the design and operating effectiveness of the Company's internal control over financial reporting based on the criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations (COSO) of the Treadway Commission. Based upon their evaluation as of December 31, 2023, the Co-Chairmen and Chief Executive Officers and the Executive Vice President and Chief Financial Officer have concluded that Globe Life's internal control over financial reporting is effective as of the date of this Form 10-K. In compliance with Section 302 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. § 1350), each of these officers executed a Certification included as an exhibit to this Form 10-K.

Changes in Internal Control over Financial Reporting: During the period ended December 31, 2023 there have not been any changes to Globe Life Inc.'s internal control over financial reporting, or in other factors that could significantly affect the internal control over financial reporting subsequent to the date of their evaluation, which have materially affected, or are reasonably likely to materially affect, internal control over financial reporting.
 
Refer to Deloitte & Touche LLP's, independent registered public accounting firm, attestation report on the Company's internal controls over financial reporting.

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MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
 
Management at Globe Life is responsible for establishing and maintaining adequate internal control over financial reporting for the Company and for assessing the effectiveness of internal control on an annual basis. As a framework for assessing internal control over financial reporting, the Company utilizes the criteria for effective internal control over financial reporting described in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
 
There are inherent limitations in the effectiveness of any internal control, including the possibility of human error and the circumvention or overriding of controls. Accordingly, even effective internal controls can provide only reasonable assurance with respect to financial statement preparation. Further, because of changes in conditions, the effectiveness of internal control may vary over time.
 
Management evaluated the Company’s internal control over financial reporting, and based on its assessment, determined that the Company’s internal control over financial reporting was effective as of December 31, 2023. The Company’s independent registered public accounting firm has issued an attestation report on the Company’s internal control over financial reporting as stated in their report which is included herein.
 
/s/ J. Matthew Darden
J. Matthew Darden
Co-Chairman and Chief Executive Officer
/s/ Frank M. Svoboda
Frank M. Svoboda
Co-Chairman and Chief Executive Officer
/s/ Thomas P. Kalmbach
Thomas P. Kalmbach
Executive Vice President and Chief Financial Officer
 
February 28, 2024

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Directors of Globe Life Inc.

Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of Globe Life Inc. and subsidiaries (the “Company”) as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements and financial statement schedules as of and for the year ended December 31, 2023 of the Company and our report dated February 28, 2024, expressed an unqualified opinion on those financial statements and financial statement schedules and included an explanatory paragraph regarding the Company’s adoption of a new accounting standard.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Deloitte & Touche LLP

Dallas, Texas
February 28, 2024


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Item 9B. Other Information

(b) Trading arrangements

During the three months ended December 31, 2023, none of our directors or officers adopted or terminated a Rule 10b5-1 trading arrangement or a Non-Rule 10b5-1 trading arrangement, as each term is defined under Item 408(a) of Regulation S-K.


Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not Applicable.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
 
Information required by this item is incorporated by reference from the sections entitled “PROPOSAL NUMBER 1 - Election of Directors,” “Director Nominee Profiles,” "Director Nominee Skills and Qualifications," “Executive Officers,” “AUDIT COMMITTEE REPORT,” “Governance Guidelines and Codes of Ethics,” "Committees of the Board of Directors," “Qualifications of Directors,” “Procedures for Director Nominations by Shareholders,” and “DELINQUENT SECTION 16(a) REPORTS” in the Proxy Statement for the Annual Meeting of Shareholders to be held April 25, 2024 (the Proxy Statement), which is to be filed with the Securities and Exchange Commission (SEC).
 
ITEM 11. EXECUTIVE COMPENSATION
 
Information required by this item is incorporated by reference from the sections entitled “EXECUTIVE COMPENSATION - COMPENSATION DISCUSSION AND ANALYSIS,” “COMPENSATION COMMITTEE REPORT,” “SUMMARY COMPENSATION TABLE,” “2023 GRANTS OF PLAN-BASED AWARDS,” “OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2023,” “OPTION EXERCISES AND STOCK VESTED DURING FISCAL YEAR ENDED DECEMBER 31, 2023,” “PENSION BENEFITS AT DECEMBER 31, 2023,” “POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL,” "PAY VERSUS PERFORMANCE," "CEO PAY RATIO," “2023 DIRECTOR COMPENSATION,” and “PAYMENTS TO DIRECTORS” in the Proxy Statement, which is to be filed with the SEC.
 
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
 
1. Equity Compensation Plan Information as of December 31, 2023
(a) (b) (c)
Plan Category Number of securities to be issued upon exercise of outstanding options, warrants, and rights Weighted-average exercise price of outstanding options, warrants, and rights Number of securities remaining available for future issuance under equity compensation plans (excluding securities in column (a))
Equity compensation plans approved by security holders 5,940,320  $ 96.19  2,331,316 
Equity compensation plans not approved by security holders
Total 5,940,320  $ 96.19  2,331,316 
2. Security ownership of certain beneficial owners:
Information required by this item is incorporated by reference from the section entitled “PRINCIPAL SHAREHOLDERS” in the Proxy Statement, which is to be filed with the SEC.
3. Security ownership of management:
Information required by this item is incorporated by reference from the section entitled “Stock Ownership” in the Proxy Statement, which is to be filed with the SEC.
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4. Changes in control:
Globe Life knows of no arrangements, including any pledges by any person of its securities, the operation of which may at a subsequent date result in a change of control.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
 
Information required by this item is incorporated by reference from the sections entitled “RELATED PARTY TRANSACTION POLICY AND TRANSACTIONS” and “Director Independence Determinations” in the Proxy Statement, which is to be filed with the SEC. 

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
 
Information required by this Item is incorporated by reference from the section entitled “PRINCIPAL ACCOUNTING FIRM FEES” and “PRE-APPROVAL POLICY FOR ACCOUNTING FEES” in the Proxy Statement, which is to be filed with the SEC.

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
 
Index of documents filed as a part of this report:
  Page of this report
Financial Statements:
Globe Life Inc. and Subsidiaries:
Schedules Supporting Financial Statements for each of the three years in the period ended December 31, 2023:
Schedules not referred to have been omitted as inapplicable or not required by Regulation S-X.

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EXHIBITS
 
Exhibit No.   Description   Form Filing Date
3.1 8-K August 8, 2019
3.2
8-K
 May 2, 2023
3.3 8-K August 15, 2023
4.1 8-K November 2, 2001
4.2 8-K November 17, 2017
4.3 8-K June 14, 2021
4.4 S-3 September 24, 2018
4.5 8-K September 27, 2018
4.6 8-K August 21, 2020
4.7 8-K May 19, 2022
10.1 10-K March 22, 2002
10.2 10-K March 22, 2002
10.3 8-K January 25, 2007
10.4 10-K February 29, 2008
10.5 10-K February 29, 2008
10.6 10-K February 27, 2009
10.7 10-K February 27, 2020
10.8 8-K May 5, 2015
10.9 10-K March 1, 2019
10.10 10-Q November 5, 2020
10.11 8-K April 29, 2008
10.12 10-K February 29, 2008
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Exhibit No.   Description   Form Filing Date
10.13 8-K January 6, 2009
10.14 10-K February 28, 2014
10.15 10-K March 1, 2019
10.16 8-K May 4, 2011
10.17 8-K April 29, 2014
10.18 8-K May 4, 2011
10.19 8-K May 4, 2011
10.20 10-K February 27, 2017
10.21 10-K February 27, 2017
10.22 10-K February 27, 2017
10.23 10-K February 27, 2017
10.24 10-K February 28, 2011
10.25 8-K May 2, 2018
10.26 10-K February 27, 2020
10.27
10-Q
 May 9, 2023
10.28
10-K
 February 28, 2024
10.29 8-K May 2, 2018
10.30 10-K February 27, 2020
10.31 10-K February 25, 2021
10.32 10-K February 23, 2022
10.33 10-K February 27, 2020
10.34 8-K May 2, 2018
10.35 10-K February 27, 2020
10.36 8-K May 2, 2018
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Exhibit No.   Description   Form Filing Date
10.37 8-K May 2, 2018
10.38 10-K February 27, 2020
10.39 10-K February 27, 2020
10.40 10-K February 27, 2020
10.41 8-K March 4, 2019
10.42
8-K
 November 9, 2023
10.43 10-Q November 5, 2020
10.44 10-K February 27, 2020
10.45 8-K October 1, 2021
10.46 10-K February 23, 2023
10.47 10-K February 23, 2023
10.48 10-K February 23, 2023
10.49 10-K February 23, 2023
10.50 10-K February 23, 2023
10.51 10-K February 23, 2023
10.52
8-K
 April 18, 2023
10.53
10-K
 February 28, 2024
10.54
10-K
 February 28, 2024
10.55
10-K
 February 28, 2024
10.56
10-K
 February 28, 2024
10.57
10-K
 February 28, 2024
10.58
10-K
 February 28, 2024
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Exhibit No.   Description   Form Filing Date
21 10-K February 28, 2024
23 10-K February 28, 2024
24 10-K February 28, 2024
31.1 10-K February 28, 2024
31.2 10-K February 28, 2024
31.3 10-K February 28, 2024
32.1 10-K February 28, 2024
97
10-K
 February 28, 2024
101.INS XBRL Instance Document- the instance document does not appear in the Interactive Data file because the XBRL tags are embedded within the Inline XBRL document. 10-K February 28, 2024
101.SCH Inline XBRL Taxonomy Extension Schema Document. 10-K February 28, 2024
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document. 10-K February 28, 2024
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document. 10-K February 28, 2024
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document. 10-K February 28, 2024
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document. 10-K February 28, 2024
104 Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101). 10-K February 28, 2024
* Compensatory plan or arrangement.


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Globe Life Inc.
(PARENT COMPANY)
SCHEDULE II. CONDENSED FINANCIAL INFORMATION OF REGISTRANT
Condensed Balance Sheets
(Dollar amounts in thousands)
December 31,
2023 2022
Assets:
Investments:
Long-term investments $ 42,360  $ 31,651 
Short-term investments 1,005  15,001 
Total investments 43,365  46,652 
Cash 1,003  58 
Investment in affiliates 6,539,183  5,940,586 
Due from affiliates 105,279  131,353 
Taxes receivable from affiliates 14,163  14,161 
Other assets 181,443  173,044 
Total assets $ 6,884,436  $ 6,305,854 
Liabilities:
Short-term debt $ 486,113  $ 449,103 
Long-term debt 1,779,137  1,777,490 
Other liabilities 132,383  129,684 
Total liabilities 2,397,633  2,356,277 
Shareholders’ equity:
Preferred stock 351  351 
Common stock 102,218  105,218 
Additional paid-in capital 882,985  880,172 
Accumulated other comprehensive income (2,772,419) (2,790,313)
Retained earnings 7,478,813  6,894,535 
Treasury stock (1,205,145) (1,140,386)
Total shareholders’ equity 4,486,803  3,949,577 
Total liabilities and shareholders’ equity $ 6,884,436  $ 6,305,854 
 













Prior period amounts have been adjusted for the adoption of ASU 2018-12 on January 1, 2023.
See Notes to Consolidated Financial Statements and accompanying Report of Independent Registered
Public Accounting Firm.
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Globe Life Inc.
(PARENT COMPANY)
SCHEDULE II. CONDENSED FINANCIAL INFORMATION OF REGISTRANT (continued)
Condensed Statement of Operations
(Dollar amounts in thousands)
  Year Ended December 31,
  2023 2022 2021
Net investment income $ 36,237  $ 33,664  $ 32,816 
Realized gains (losses) 5,924  (9,643) (5,682)
Total revenue
42,161  24,021  27,134 
General operating expenses 59,051  59,307  51,378 
Reimbursements from affiliates (59,796) (51,312) (57,504)
Interest expense 107,180  97,051  86,751 
Total expenses
106,435  105,046  80,625 
Operating income (loss) before income taxes and equity in earnings of affiliates (64,274) (81,025) (53,491)
Income tax expense 10,706  12,426  9,682 
Net operating loss before equity in earnings of affiliates (53,568) (68,599) (43,809)
Equity in earnings of affiliates, net of tax 1,024,323  962,985  1,074,923 
Net income
970,755  894,386  1,031,114 
Other comprehensive income (loss):
Attributable to Parent Company 1,113  75,076  58,903 
Attributable to affiliates 16,781  1,369,659  501,854 
Comprehensive income (loss) $ 988,649  $ 2,339,121  $ 1,591,871 
 























Prior period amounts have been adjusted for the adoption of ASU 2018-12 on January 1, 2023.
See Notes to Consolidated Financial Statements and accompanying Report of Independent Registered
Public Accounting Firm.
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Globe Life Inc.
(PARENT COMPANY)
SCHEDULE II. CONDENSED FINANCIAL INFORMATION OF REGISTRANT—(continued)
Condensed Statement of Cash Flows
(Dollar amounts in thousands)
  Year Ended December 31,
  2023 2022 2021
Net income $ 970,755  $ 894,386  $ 1,031,114 
Equity in earnings of affiliates (1,024,323) (962,985) (1,074,923)
Cash dividends from subsidiaries 459,535  407,042  478,535 
Other, net 33,846  26,444  58,617 
Cash provided from operations
439,813  364,887  493,343 
Cash provided from (used for) investing activities:
Net decrease (increase) in short-term investments 13,996  (15,001) 19,300 
Investment in subsidiaries —  (10,010) (159,924)
Other long-term investments (3,950) (2,000) (2,500)
Loaned money to affiliates (479,629) (846,002) (1,049,932)
Repayments from affiliates 505,929  886,002  1,200,932 
Additions to properties (7,400) —  — 
Cash provided from (used for) investing activities
28,946  12,989  7,876 
Cash provided from (used for) financing activities:
Repayment of debt (165,612) (300,000) (300,000)
Proceeds from issuance of debt 170,000  400,000  325,000 
Payment for debt issuance costs (757) (5,272) (7,687)
Net borrowing (repayment) of commercial paper 32,961  (46,289) 74,974 
Issuance of stock 114,080  111,970  69,826 
Acquisitions of treasury stock (511,100) (454,638) (541,435)
Borrowed money from affiliate 290,500  22,400  32,000 
Repayments to affiliates (290,500) (22,400) (32,000)
Payment of dividends (107,386) (103,817) (103,313)
Cash provided from (used for) financing activities
(467,814) (398,046) (482,635)
Net increase (decrease) in cash 945  (20,170) 18,584 
Cash balance at beginning of period 58  20,228  1,644 
Cash balance at end of period $ 1,003  $ 58  $ 20,228 
 









Prior period amounts have been adjusted for the adoption of ASU 2018-12 on January 1, 2023.
See Notes to Consolidated Financial Statements and accompanying Report of Independent Registered
Public Accounting Firm.
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Globe Life Inc.
(PARENT COMPANY)
SCHEDULE II. CONDENSED FINANCIAL INFORMATION OF REGISTRANT (continued)
Notes to Condensed Financial Statements
(Dollar amounts in thousands)
 
Note A—Dividends from Subsidiaries
 
Cash dividends paid to Globe Life from the subsidiaries were as follows:
Year Ended December 31,
2023 2022 2021
Dividends from subsidiaries $ 459,535  $ 407,042  $ 478,535 
 
Note B—Supplemental Disclosures of Cash Flow Information
 
The following table summarizes non-cash transactions, which are not reflected on the Consolidated Statements of Cash Flows:
  Year Ended December 31,
  2023 2022 2021
Stock-based compensation not involving cash $ 30,736  $ 35,650  $ 30,272 
Contribution of property to subsidiary —  —  5,004 

 The following table summarizes certain amounts paid (received) during the period:
  Year Ended December 31,
  2023 2022 2021
Interest paid $ 104,493  $ 96,903  $ 86,206 
Income taxes paid (received) (10,408) (11,537) (11,838)
 
Note C—Preferred Stock
 
As of December 31, 2023, Globe Life had 351 thousand shares of Cumulative Preferred Stock, Series A, issued and outstanding, of which 280 thousand shares were 6.50% Cumulative Preferred Stock, Series A, and 71 thousand shares were 7.15% Cumulative Preferred Stock, Series A (collectively, the “Series A Preferred Stock”). All issued and outstanding shares of Series A Preferred Stock were held by wholly-owned insurance subsidiaries. In the event of liquidation, the holders of the Series A Preferred Stock at the time outstanding would be entitled to receive a liquidating distribution out of the assets legally available to stockholders in the amount of $1 thousand per share or $351 million in the aggregate, plus any accrued and unpaid dividends, before any distribution is made to holders of Globe Life common stock. Holders of Series A Preferred Stock do not have any voting rights nor have rights to convert such shares into shares of any other class of Globe Life capital stock.
 
 













See accompanying Report of Independent Registered Public Accounting Firm.

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Globe Life Inc.
SCHEDULE IV. REINSURANCE (CONSOLIDATED)
(Dollar Amounts in thousands)
 
Gross
Amount
Ceded
to Other
Companies(1)
 Assumed
from Other
Companies		 Net
Amount		 Percentage
of Amount
Assumed
to Net
For the Year Ended December 31, 2023
Life insurance in force $ 225,286,002  $ 685,289  $ 1,996,223  $ 226,596,936  0.9 
Premiums(2):
Life insurance $ 3,109,838  $ 4,597  $ 19,104  $ 3,124,345  0.6 
Health insurance 1,281,720  2,720  39,773  1,318,773  3.0 
Total premium $ 4,391,558  $ 7,317  $ 58,877  $ 4,443,118  1.3 
For the Year Ended December 31, 2022
Life insurance in force $ 222,098,389  $ 662,569  $ 2,172,728  $ 223,608,548  1.0 
Premiums(2):
Life insurance $ 2,999,637  $ 4,361  $ 19,009  $ 3,014,285  0.6 
Health insurance 1,238,498  3,091  47,010  1,282,417  3.7 
Total premium $ 4,238,135  $ 7,452  $ 66,019  $ 4,296,702  1.5 
For the Year Ended December 31, 2021
Life insurance in force $ 217,350,660  $ 648,766  $ 2,371,163  $ 219,073,057  1.1 
Premiums(2):
Life insurance $ 2,864,473  $ 4,286  $ 19,502  $ 2,879,689  0.7 
Health insurance 1,191,773  3,312  12,421  1,200,882  1.0 
Total premium $ 4,056,246  $ 7,598  $ 31,923  $ 4,080,571  0.8 
(1)No amounts have been netted against ceded premium.
(2)Excludes policy charges of $12.9 million, $13.5 million, and $14.2 million in each of the years 2023, 2022, and 2021, respectively.




















See accompanying Report of Independent Registered Public Accounting Firm.

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SIGNATURES
 
Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
Globe Life Inc.
By: /s/    J. MATTHEW DARDEN        
J. Matthew Darden
Co-Chairman and Chief Executive Officer and Director
By: /s/    FRANK M. SVOBODA        
Frank M. Svoboda
Co-Chairman and Chief Executive Officer and Director
By: /s/    THOMAS P. KALMBACH        
Thomas P. Kalmbach
Executive Vice President and Chief Financial Officer
By: /s/    M. SHANE HENRIE    
M. Shane Henrie
Corporate Senior Vice President and Chief Accounting Officer

Date: February 28, 2024

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
 
By: /s/ LINDA L. ADDISON  *   By: /s/ MARILYN A. ALEXANDER  *
Linda L. Addison   Marilyn A. Alexander
Director   Director
By: /s/ CHERYL D. ALSTON  * By: /s/ MARK A. BLINN  *
Cheryl D. Alston Mark A. Blinn
Director Director
By: /s/ JAMES P. BRANNEN  *   By: /s/ JANE BUCHAN  *
James P. Brannen   Jane Buchan
Director   Director
By:
/s/ ALICE S. CHO  *
 By: /s/ STEVEN P. JOHNSON  *
Alice S. Cho Steven P. Johnson
Director Director
By:
/s/ DAVID A. RODRIGUEZ  *
   By: /s/ MARY E. THIGPEN  *
David A. Rodriguez   Mary E. Thigpen
Director   Director
Date: February 28, 2024
*By:
/s/ THOMAS P. KALMBACH  
  Thomas P. Kalmbach
  Attorney-in-fact

155
GL 2023 FORM 10-K
EX-10.28 2 gli202310-kexhibit1028.htm EX-10.28 gli202310-kexhibit1028
(34309015_1) SECOND AMENDED AND RESTATED GLOBE LIFE INC. 2018 NON-EMPLOYEE DIRECTOR COMPENSATION PLAN SECTION 1. GENERAL PURPOSE OF PLAN; DEFINITIONS The name of this plan is the Globe Life Inc. 2018 Non-Employee Director Compensation Plan (the “Plan”). The purpose of the Plan is to enable Globe Life Inc. (the “Company”) and its Subsidiaries and Affiliates to attract and retain directors who contribute to the Company’s success by their ability, ingenuity and industry, and to enable such directors to participate in the long-term success and growth of the Company through an equity interest in the Company. The Plan was adopted effective as of April 26, 2018, and replaced and superseded the Company’s existing 2011 Non-Employee Director Compensation Plan. The Plan was adopted as a sub-plan of the Globe Life Inc. 2018 Incentive Plan (the “2018 Incentive Plan”). Effective January 1, 2020, the Board of Directors of the Company approved the amendment of this Plan to change the name of the Plan to the Globe Life Inc. 2018 Non-Employee Director Compensation Plan and all references therein from Torchmark Corporation to Globe Life Inc. and effective August 4, 2021 the Plan was amended and restated. On November 8, 2023, the Board of Directors of the Company approved revisions to the manner in which Non-Employee Directors are compensated as reflected in this amendment and restatement. Capitalized terms used in the Plan but not otherwise defined shall have the meanings given such terms in the 2018 Incentive Plan. In addition, the following terms shall be defined for purposes of the Plan as set forth below: “Annual Compensation” means the total annual retainer, expressed as a dollar amount, payable by the Company to a Non- Employee Director for services as a director at the time and in the form detailed in Section 5 below (excluding, if applicable any retainers or fees payable for services as the member or chairman of a committee of the Board, which shall be payable separate and apart from the provisions of this Plan) of the Company. For the period of January 1, 2024 through December 31, 2024, the annual retainer shall be $280,000. The amount of the Annual Compensation may be changed from time to time. “Award Notice” means a written award notice to a Non-Employee Director from the Company evidencing an award of Stock Options, Restricted Stock or Restricted Stock Units. “Beneficiary” means any person or persons designated by a Participant, in accordance with procedures established by the Committee or Plan Administrator, to receive benefits hereunder in the event of the Participant’s death. If any Participant shall fail to designate a Beneficiary or shall designate a Beneficiary who shall fail to survive the Participant, the Beneficiary shall be the Participant’s surviving spouse, or, if none, the Participant’s surviving descendants (who shall take per stirpes) and if there are no surviving descendants, the Beneficiary shall be the Participant’s estate. “Business Day” shall mean a day on which the New York Stock Exchange or any national securities exchange or over-the-counter market on which the Stock is traded is open for business. “Cash Component” means the portion of the Annual Compensation that is initially designated to be paid in cash unless a Participant elects otherwise pursuant to Section 5 of the Plan. The Cash Component is $100,000. “Committee” means the Compensation Committee of the Board. If at any time no Committee shall be in office, then the functions of the Committee specified in the Plan shall be exercised by the Board. “Election Date” means the date by which a Non-Employee Director must submit a valid Election Form to the Plan Administrator. For each calendar year, the Election Date is December 31 of the preceding calendar year; provided, however, that the Election Date for a newly eligible Participant shall be the 30th day following the date on which such individual becomes a Non- Employee Director. “Election Form” means an Election Form pursuant to which a Non-Employee Director elects to receive all or a portion of his or her Annual Compensation in the form of cash, Stock Options, Restricted Stock or Restricted Stock Units, or to defer Annual Compensation under the Plan. “Equity Component” means the portion of the Annual Compensation that is designated to be paid in one of the forms of equity listed in Section 5 below. The Equity Component is $180,000.

 
(34309015_1) “Grantee” means a Non-Employee Director to whom a Stock Option, Restricted Stock, or Restricted Stock Unit has been granted. “Interest Account” means the account established by the Company for each Non-Employee Director for Annual Compensation deferred pursuant to the Plan and which shall be credited with interest on the last day of each calendar quarter (or such other day as determined by Plan Administrator) pursuant to Section 6(f) of the Plan. “Plan” means this 2018 Non-Employee Director Compensation Plan. “Plan Administrator” means one or more agents to whom the Board shall have delegated administrative duties under the Plan or the Committee if no such delegation shall have occurred. “Restricted Stock” means shares of Stock granted to a Participant under Section 5 or 6 that are subject to certain restrictions and to risk of forfeiture. “Restricted Stock Unit” means a right granted to a Participant under Section 6 to receive shares of Stock in the future, which right is subject to certain restrictions and to risk of forfeiture. “Stock Option” means any option granted to a Participant to purchase shares of Stock granted pursuant to Section 6. SECTION 2. ADMINISTRATION. The Plan shall be administered by the Committee. The Committee shall have the discretionary authority to adopt, alter and repeal such administrative rules, guidelines and practices governing the Plan as it shall, from time to time, deem advisable; to construe and interpret the terms and provisions of the Plan and any award issued under the Plan (and any agreements relating thereto); and to otherwise supervise the administration of the Plan. The Committee may delegate administrative duties under the Plan to one or more agents as it shall deem necessary or advisable. No member of the Committee or the Board or the Plan Administrator shall be personally liable for any action or determination made in good faith with respect to the Plan or any Options, Restricted Stock or Restricted Stock Units, or to any settlement of any dispute between a Non-Employee Director and the Company. All decisions made by the Board or the Committee pursuant to the provisions of the Plan shall be final and binding on all persons, including the Company and Participants. SECTION 3. SOURCE OF SHARES FOR THE PLAN. The shares of Stock that may be issued pursuant to the Plan shall be issued under the 2018 Incentive Plan, subject to all of the terms and conditions of the 2018 Incentive Plan. The terms contained in the 2018 Incentive Plan are incorporated into and made a part of this Plan with respect to Stock Options, Restricted Stock or Restricted Stock Units granted pursuant hereto, and any such Stock Options, Restricted Stock or Restricted Stock Units shall be governed by and construed in accordance with the 2018 Incentive Plan. In the event of any actual or alleged conflict between the provisions of the 2018 Incentive Plan and the provisions of this Plan, the provisions of the 2018 Incentive Plan shall be controlling and determinative. This Plan does not constitute a separate source of shares for the grant of the equity awards described herein. SECTION 4. ELIGIBILITY. All Non-Employee Directors are eligible to participate in the Plan. SECTION 5. ELECTION TO RECEIVE ANNUAL COMPENSATION IN CASH, STOCK OPTIONS, RESTRICTED STOCK, RESTRICTED STOCK UNITS OR TO DEFER ANNUAL COMPENSATION. (a) Election Regarding Annual Compensation. With respect to the Cash Component of his or her Annual Compensation, a Non- Employee Director may receive cash, payable in quarterly installments, or may elect (i) to receive Stock Options, Restricted Stock or Restricted Stock Units pursuant to subsections (c), (d) or (e) below, or (ii) to defer receipt of the Cash Component pursuant to subsection (f) below for a calendar year, in either case by delivering a properly completed and signed Election Form to the Plan Administrator on or before the Election Date. With respect to the remaining amount of Annual Compensation, a Non-Employee Director must elect to receive Stock Options, Restricted Stock or Restricted Stock Units pursuant to subsections (c), (d) or (e) below, by delivering a properly completed and signed Election Form to the Plan Administrator on or before the Election Date. Such election will be effective as of the first day of the calendar year beginning after the Plan Administrator receives the

 
(34309015_1) Non-Employee Director’s Election Form, or, in the case of a newly eligible Participant, on the Business Day the Plan Administrator receives such Non-Employee Director’s Election Form, provided that the Election Form is received within thirty (30) days following the Non-Employee Director’s date of initial eligibility to participate in the Plan. If a Non-Employee Director fails to make a timely election under this Section 5(a), he or she will receive the Cash Component of Annual Compensation in the form of cash, payable in quarterly installments, and the Equity Component of Annual Compensation in the form of Stock Options. (b) Irrevocable Election. A Participant may not revoke or change his or her Election Form. (c) Election to Receive Stock Options. A Non-Employee Director may elect to receive the Equity Component or the entire amount of his or her Annual Compensation in Stock Options in accordance with the provisions of this subsection (c). Stock Options granted under this subsection (c) shall be evidenced by an Award Notice in such form as the Committee shall from time to time approve, which agreements shall comply with and be subject to the following terms and conditions: (i) Time of Issuance of Stock Options. If an election is made under this subsection, Stock Options will be issued to the Non-Employee Director on the first Business Day in the calendar year to which the election relates or in the case of a newly elected Participant, the first Business Day the election is received by the Plan Administrator (the “Option Grant Date”). (ii) Number of Stock Options. The number of shares subject to a Stock Option granted pursuant to this Article 5(c) shall be the number of whole Shares equal to A divided by B, where: A = the dollar amount which the Non-Employee Director has elected to receive in Stock Options; and B =the per share value of a Stock Option on the Option Grant Date, as determined by the Committee using any recognized option valuation model selected by the Board in its discretion (such value to be expressed as a percentage of the Fair Market Value per Share on the Option Grant Date). In determining the number of shares subject to a Stock Option, (A) the Board may designate the assumptions to be used in the selected option valuation model, and (B) any fraction of a Share will be rounded up to the next whole number of Shares. (iii) Exercise Price of Stock Options. The exercise price per share of each Stock Option shall be 100% of the Fair Market Value of the underlying Stock on the date of the grant of the Stock Option. (iv) Vesting and Forfeiture of Stock Options. Except as provided in Section 8, Stock Options shall vest (become exercisable) on the six-month anniversary of the Option Grant Date, provided that the Grantee is still serving as a Non-Employee Director at such time. Notwithstanding the foregoing vesting schedule, Stock Option shall become fully vested and exercisable upon Grantee’s termination of service as a Non-Employee Director due to death, Disability or Retirement. Upon a Grantee’s termination of status as a Non-Employee Director with the Company for any reason other than due to death, Disability or Retirement, any unvested Stock Options held by such Grantee shall be forfeited. (v) Method of Exercise. Any Stock Option granted pursuant to the Plan may be exercised in whole or in part at any time during the option period, by giving written notice of exercise to the Company specifying the number of shares to be purchased, accompanied by payment in full of the purchase price, in cash, by check or such other instrument as may be acceptable to the Committee (including “net” or “cashless exercise” arrangements). Payment in full or in part may also be made in the form of unrestricted Stock already owned by the Grantee (based on the Fair Market Value of the Stock on the date the Option is exercised). No shares of Stock shall be issued upon exercise of a Stock Option until the exercise price has been fully paid or satisfied. (vi) Transferability of Stock Options. Stock Options shall not be transferable by the Grantee otherwise than by will or by the laws of descent and distribution, and all Stock Options shall be exercisable, during the Grantee’s lifetime, only by the Grantee; provided, however, that the Committee may (but need not) permit other transfers where the Committee concludes that such transferability

 
(34309015_1) (i) does not result in accelerated taxation, and (ii) is otherwise appropriate and desirable, taking into account any state or federal securities laws applicable to transferable options. (vii) Term of Stock Options. The term of any Stock Option granted pursuant to the Plan shall be for a period of seven years, expiring on the seventh anniversary of the Option Grant Date (the “Expiration Date”). Following Grantee’s termination of status as a Non-Employee Director for any reason, vested Stock Options held by such Grantee shall be retained and may thereafter be exercised during the period ending on the Expiration Date. (d) Election to Receive Restricted Stock. A Non-Employee Director may elect to receive the Equity Component or the entire amount of his or her Annual Compensation in Restricted Stock in accordance with the provisions of this subsection (d). Restricted Stock granted under this subsection (d) shall be evidenced by an Award Notice in such form as the Committee shall from time to time approve, which agreements shall comply with and be subject to the following terms and conditions: (i) Time of Issuance of Restricted Stock. If an election is made under this subsection, Restricted Stock will be issued to the Non-Employee Director on the first Business Day in the calendar year to which the election relates or in the case of a newly elected Participant, the first Business Day the election is received by the Plan Administrator (which shall be the “Restricted Stock Grant Date” for purposes of Restricted Stock granted under this Section 5). (ii) Number of Shares of Restricted Stock. The number of shares of Restricted Stock granted pursuant to this Article 5(d) shall be the number of whole Shares equal to A divided by B, where: A= the dollar amount which the Non-Employee Director has elected to receive in shares of Restricted Stock; and B =the Fair Market Value per Share on the Restricted Stock Grant Date. In determining the number of shares of Restricted Stock, any fraction of a Share will be rounded up to the next whole number of Shares. (iii) Terms and Conditions of Restricted Stock. Restricted Stock shall comply with and be subject to the following terms and conditions: (1) Vesting. Except as provided in Section 9, Restricted Stock granted under this Section 5 shall become fully vested on the six-month anniversary of the Restricted Stock Grant Date, provided that the Grantee is still serving as a Non-Employee Director at such time. Notwithstanding the foregoing vesting schedule, Restricted Stock shall become fully vested upon Grantee’s termination of service as a Non-Employee Director due to death, Disability or Retirement. (2) Restrictions on Unvested Restricted Stock. Unvested Restricted Stock may not be sold, transferred, exchanged, assigned, pledged, hypothecated or otherwise encumbered. If a Non-Employee Director’s service as a director of the Company terminates for any reason other than death, Disability or Retirement, then the Non-Employee Director shall forfeit all of his or her right, title and interest in and to any unvested Restricted Stock as of the date of such termination from the Board, and such Restricted Stock shall be re-conveyed to the Company without further consideration or any act or action by the Non-Employee Director. (3) Rights as a Shareholder. A Non-Employee Director shall have full voting and dividend rights with respect to the Restricted Stock. If a Non-Employee Director forfeits any shares of Restricted Stock, he or she shall no longer have any rights as a stockholder with respect to the Restricted Stock or any interest therein and the Participant shall no longer be entitled to receive dividends on such stock. (e) Election to Receive Restricted Stock Units. A Non-Employee Director may elect to receive the Equity Component or the entire amount of his or her Annual Compensation in Restricted Stock Units in accordance with the provisions of this subsection (e). Restricted Stock Units granted under this subsection (e) shall be evidenced by an Award Notice in such form as the Committee shall from time to time approve, which agreements shall comply with and be subject to the following terms and conditions:

 
(34309015_1) (i) Time of Issuance of Restricted Stock Units. If an election is made under this subsection, Restricted Stock Units will be issued to the Non-Employee Director on the first Business Day in the calendar year to which the election relates or in the case of a newly elected Participant, the first Business Day the election is received by the Plan Administrator (the “Restricted Stock Unit Grant Date”). (ii) Number of Restricted Stock Units. The number of Restricted Stock Units granted pursuant to this Article 6(d) shall be the number of whole Shares equal to A divided by B, where: A= the dollar amount which the Non-Employee Director has elected to receive in Restricted Stock Units; and B = the Fair Market Value per Share on the Restricted Stock Unit Grant Date. In determining the number of Restricted Stock Units, any fraction of a Share will be rounded up to the next whole number of Shares. (iii) Terms and Conditions of Restricted Stock Units. Restricted Stock Units will be credited to a bookkeeping account on behalf of the Non-Employee Director and shall comply with and be subject to the following terms and conditions: (1) Vesting and Forfeiture. Except as provided in Section 8, Restricted Stock Units shall vest and become non-forfeitable on the six-month anniversary of the Restricted Stock Unit Grant Date, provided that the Grantee is still serving as a Non-Employee Director at such time. Notwithstanding the foregoing vesting schedule, Restricted Stock Units shall become fully vested upon Grantee’s termination of service as a Non-Employee Director due to death, Disability or Retirement. If a Non-Employee Director’s service as a director of the Company terminates for any reason other than death, Disability or Retirement, then the Non-Employee Director shall forfeit all of his or her right, title and interest in and to any unvested Restricted Stock Units as of the date of such termination from the Board, and such Restricted Stock Units shall be reconveyed to the Company without further consideration or any act or action by the Non-Employee Director. (2) Conversion to Common Stock. Unless forfeited prior to vesting, Restricted Stock Units shall be converted to actual shares of Stock on the Non-Employee Director’s termination of service as a director of the Company for any reason. Upon conversion, stock certificates evidencing the conversion of Restricted Stock Units into shares of Stock shall be registered on the books of the Company in the Non-Employee Director’s name (or in street name to the Non-Employee Director’s brokerage account) in uncertificated (book-entry) form unless the Non-Employee Director requests a stock certificate or certificates for the Shares. (3) Dividend Equivalents. If any dividends or other distributions are paid with respect to the Shares while Restricted Stock Units are outstanding, the dollar amount or fair market value of such dividends or distributions with respect to the number of Shares then underlying the outstanding Restricted Stock Units shall be converted into additional Restricted Stock Units in Non-Employee Director’s name, based on the Fair Market Value of the Stock as of the date such dividends or distributions were payable, and such additional Restricted Stock Units shall be immediately vested and non-forfeitable upon grant, and shall convert to actual shares of Stock on the Non-Employee Director’s termination of service as a director of the Company for any reason. (4) Restrictions on Transfer. Restricted Stock Units are not assignable or transferable other than by will or the laws of descent and distribution. Restricted Stock Units may not be pledged, hypothecated or otherwise encumbered to or in favor of any party other than the Company or an affiliate, or be subjected to any lien, obligation or liability of a Non- Employee Director to any other party other than the Company or an affiliate. (5) Rights as a Shareholder. A Non-Employee Director shall not have voting or any other rights as a shareholder of the Company with respect to the Restricted Stock Units. Upon conversion of the Restricted Stock Units into shares of Stock, the Non-Employee Director will obtain full voting and other rights as a shareholder of the Company.

 
(34309015_1) (f) Election to Defer Cash Component of Annual Compensation. A Non-Employee Director may elect to defer the Cash Component of his or her Annual Compensation to his or her Interest Account. For bookkeeping purposes, the amount of the Cash Component of Annual Compensation, which the Participant elects to defer pursuant to the Plan, shall be transferred to and held in individual Interest Accounts (in annual designations) pending distribution in cash pursuant to subsection (iii) below. (i) Interest Accounts. Amounts in a Participant’s Interest Account will be credited with interest as of the last day of each calendar quarter (or such other day as determined by the Plan Administrator) at the rate set from time to time by the Committee to be applicable to the Interest Accounts of all Participants under the Plan. To the extent required for bookkeeping purposes, a Participant’s Interest Accounts will be segregated to reflect Deferred Compensation on a year-by-year basis. Within a reasonable time after the end of each calendar year, the Plan Administrator shall report in writing to each Participant the amount held in his or her Interest Accounts at the end of the year. (ii) Payment Commencement Date. Payment of the balances in a Participant’s Interest Accounts shall commence on the earliest to occur of (a) December 31 of the fifth year after the year with respect to which the deferral was made, (b) the first Business Day of the fourth month after the Participant’s death, or (c) the Participant’s termination as a Non-Employee Director of the Company or any of its Subsidiaries or Affiliates, other than by reason of death. (iii) Optional Forms of Payment. Distributions from a Participant’s Interest Accounts may be paid to the Participant either in a lump sum or in a number (not to exceed ten) of approximately equal annual installments designated by the Participant on his or her Election Form. In the event of the Participant’s death during the payout period, the remaining balance shall be payable to the Participant’s Beneficiary in a lump sum on or about the first Business Day of the fourth month after the Participant’s death. If a Participant elects to receive a distribution of his or her Interest Accounts in installments, the Plan Administrator may purchase an annuity from an insurance company which annuity will pay the Participant the desired annual installments. If the Plan Administrator purchases an annuity contract, the Participant will have no further rights to receive payments from the Company or the Plan with respect to the amounts subject to the annuity. If the Plan Administrator does not purchase an annuity contract, the value of the Interest Accounts remaining unpaid shall continue to receive allocations of return as provided in subsection (f) above. If the Participant fails to designate a payment method in the Participant’s Election Form, the Participant’s Account shall be distributed in a lump sum. (iv) Irrevocable Elections. A Participant may elect a different payment form for each year’s Annual Compensation deferred under the Plan. The payment form elected or deemed elected on the Participant’s election form shall be irrevocable. (v) Acceleration of Payment. If a Participant elects an installment distribution and the aggregate value of the Participant’s Interest Accounts at the time the installments are due to commence is less than $16,500, the Plan Administrator will accelerate payment of the Participant’s benefits in a single lump sum. (vi) Effect of Adverse Determination. Notwithstanding the Election Form or any provision set forth herein, if the Internal Revenue Service determines that all or any portion of the amounts credited under this Plan is currently includable in the taxable income of any Participant due to a failure of the Plan to meet the requirements of Code Section 409A or the regulations thereunder, then the amounts so determined to be includable in income shall be distributed in a lump sum to such Participant as soon as practicable. (g) Unforeseeable Emergency. The Plan Administrator may, in its sole discretion, accelerate the making of payment to a Participant in the event that a participant incurs a financial hardship as a result of an “unforeseeable emergency” (as such term is defined below). All unforeseeable emergency distributions shall be made in cash in a lump sum. Such payments will be made on a first-in, first-out basis so that the oldest Annual Compensation deferred under the Plan shall be deemed distributed first. For purposes hereof, an “unforeseeable emergency” means a severe financial hardship to the Participant resulting from illness or accident of the Participant, the Participant’s spouse, or a dependent (as defined in Section 152 of the Code without regard to Section l52(b)(I), (b)(2), and (d)( I )(B)) of the Participant, loss of the

 
(34309015_1) Participant’s property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant. The amounts distributable because of an unforeseeable emergency cannot exceed the amounts necessary to satisfy such emergency plus amounts necessary to pay taxes reasonably anticipated as a result of the distribution, after taking into account the extent to which such emergency is or may be relieved through reimbursement or compensation by insurance or otherwise or by liquidation of the Participant’s assets (to the extent the liquidation of such assets would not itself cause severe financial hardship). Notwithstanding any provision in the Plan to the contrary, any payment made pursuant to this Section 6(g) shall comply with Section 409A(a)(2)(A)(vi) of the Code and the regulations (or similar guidance) promulgated thereunder (or any successor provisions). (h) Payment to Minors and Incapacitated Persons. In the event that any amount is payable to a minor or to any person who, in the judgment of the Plan Administrator, is incapable of making proper disposition thereof, such payment shall be made for the benefit of such minor or such person in any of the following ways as the Plan Administrator, in its sole discretion, shall determine: (i) By payment to the legal representative of such minor or such person; (ii) By payment directly to such minor or such person; (iii) By payment in discharge of bills incurred by or for the benefit of such minor or such person. The Plan Administrator shall make such payments without the necessary intervention of any guardian or like fiduciary, and without any obligation to require bond or to see to the further application of such payment. Any payment so made shall be in complete discharge of the Plan’s obligation to the Participant and his or her Beneficiaries. (i) Application for Benefits. The Plan Administrator may require a Participant or Beneficiary to complete and file certain forms as a condition precedent to receiving the payment of benefits. The Plan Administrator may rely upon all such information given to it, including the Participant’s current mailing address. It is the responsibility of all persons interested in receiving a distribution pursuant to the Plan to keep the Plan Administrator informed of their current mailing addresses. (j) Designation of Beneficiary. Each Participant from time to time may designate any person or persons (who may be designated contingently or successively and who may be an entity other than a natural person) as his or her Beneficiary or Beneficiaries to whom the Participant’s Interest Accounts are to be paid if the Participant dies before receipt of all such benefits. Each Beneficiary designation shall be on the form prescribed by the Plan Administrator and will be effective only when filed with the Plan Administrator during the Participant’s lifetime. Each Beneficiary designation filed with the Plan Administrator will cancel all Beneficiary designations previously filed with the Plan Administrator. The revocation of a Beneficiary designation, no matter how effected, shall not require the consent of any designated Beneficiary. SECTION 6. AMENDMENTS AND TERMINATION. The Board may amend, alter, or discontinue the Plan, but no amendment, alteration, or discontinuation shall be made which would impair the right of a Participant or a Grantee of an award of Stock Options, Restricted Stock or Restricted Stock Units heretofore granted, without the Participant’s or Grantee’s consent. Amendments may be made without stockholder approval except as required to satisfy stock exchange listing requirements or other regulatory requirements. The Board may amend the terms of any Stock Option, Restricted Stock or Restricted Stock Unit award theretofore granted, prospectively or retroactively; provided, however, (a) no such amendment shall impair the rights of any holder without his/her consent; (b) the original term of a Stock Option may not be extended without prior approval of the stockholders of the Company; and (c) the exercise price of a Stock Option may not be reduced, directly or indirectly, without prior approval of the stockholders of the Company. SECTION 7. UNFUNDED STATUS OF PLAN. The Plan is intended to constitute an “unfunded” plan for incentive and deferred compensation. With respect to any payments not yet made to a Participant or Grantee by the Company, nothing set forth herein shall give any such Participant or Grantee any rights that are greater than those of a general creditor of the Company. In its sole discretion,

 
(34309015_1) the Committee may authorize the creation of trusts or other arrangements to meet the obligations created under the Plan to deliver Stock or payments in lieu of or with respect to awards hereunder, provided, however, that the existence of such trusts or other arrangements is consistent with the unfunded status of the Plan. SECTION 8. CHANGE IN CONTROL. In the event of a “Change in Control,” unless otherwise determined by the Board in writing at or after grant, but prior to the occurrence of such Change in Control, any Stock Options awarded under the Plan not previously exercisable and vested shall become fully exercisable and vested, and any Restricted Stock or Restricted Stock Units awarded under the Plan not previously vested shall become fully vested. SECTION 9. GENERAL PROVISIONS. (a) Nothing set forth in this Plan shall prevent the Board from adopting other or additional compensation arrangements, subject to stockholder approval if such approval is required; and such arrangements may be either generally applicable or applicable only in the specified cases. The adoption of the Plan shall not confer upon any director of the Company, any Subsidiary or any Affiliate, any right to continued retention as a director with the Company, a Subsidiary or an Affiliate, as the case may be. (b) At the time of grant or exercise, the Committee may provide in connection with any grant or exercise made under this Plan that the shares of Stock received as a result of such grant or purchase shall be subject to a right of first refusal, pursuant to which the Participant shall be required to offer to the Company any shares that the participant wishes to sell, with the price being the then Fair Market Value of the Stock, subject to the provisions of Section 9 hereof and to such other terms and conditions as the Board may specify at the time of grant. (c) No member of the Board or the Committee, nor any officer or employee of the Company acting on behalf of the Board or the Committee, shall be personally liable for any action, determination, or interpretation taken or made in good faith with respect to the Plan, and all members of the Board or the Committee and each and any officer or employee of the Company acting on their behalf shall, to the extent permitted by law, be fully indemnified and protected by the Company in respect of any such action, determination or interpretation. (d) In the event that any provision of the Plan or any related Award Notice is held to be invalid, void or unenforceable, the same shall not affect, in any respect whatsoever, the validity of any other provision of the Plan or any related Award Notice. (e) The rights and obligations under the Plan and any related agreements shall inure to the benefit of, and shall be binding upon the Company, its successors and assigns, and the Non-Employee Directors and their beneficiaries. (f) Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of the Plan. (g) The Plan shall be construed, governed and enforced in accordance with the Law of Delaware, except as such laws are preempted by applicable federal law. SECTION 10. EFFECTIVE DATE OF PLAN. The initial effective date of the Plan was April 26, 2018. This amendment and restatement shall be effective as of January 1, 2024. SECTION 11. TERM OF PLAN. No Stock Options, Restricted Stock or Restricted Stock Units shall be granted pursuant to the Plan following the termination of the 2018 Incentive Plan, as applicable, but awards theretofore granted may extend beyond that date.

 
EX-10.53 3 gli202310-kexhibit1053xq4.htm EX-10.53 Document


STATE OF TEXAS
COLLIN COUNTY

GLOBE LIFE INC. NON-QUALIFIED
STOCK OPTION GRANT AGREEMENT


GLOBE LIFE INC., a corporation organized and existing under the laws of the state of Delaware (the "Company"), does hereby grant and give unto __________________________
(the "Optionee" or “Participant”), the following non-qualified stock option (the "Option") upon the terms and conditions hereinafter set forth.
AUTHORITY FOR GRANT
1. Stock Incentive Plan. The Option is granted under the provisions of the Globe Life Inc. 2018 Incentive Plan, formerly the Torchmark Corporation 2018 Incentive Plan (the “Plan”), as a non-qualified option and is subject to the terms and provisions of the Plan. Capitalized terms used but not defined herein shall have the meanings given them in the Plan which is incorporated by reference herein.
TERMS OF OPTION
2. Number of Shares. The Optionee is hereby granted an option to purchase from the Company ____________ shares (the "Shares") of the Company's common capital stock.
3. Option Price Per Share. The option price for each Share subject to the Option shall be $_____, the closing price of the Stock on the New York Stock Exchange Composite Tape on February __, 2024, which is the "Grant Date".
4. Option Period. The Option shall be and become first exercisable to the extent of 50% of the Shares on and after February __, 2026. The remaining Shares shall become exercisable on and after February __, 2027. Notwithstanding any other provision of this Agreement, if the Option is not exercised with respect to all Shares prior to seven (7) years from the Grant Date, the Option shall terminate and the parties hereto shall have no further rights or obligations hereunder. For the purposes of this agreement, "Option Period" shall mean the seven (7) year period commencing on the Grant Date.



5. Method of Exercise. The Option may be exercised in whole or in part at any time during the Option Period, by giving written notice of exercise to the Company specifying the number of Shares to be purchased, accompanied by payment in full of the purchase price, in cash, by check or such other instrument as may be acceptable to the Compensation Committee of the Globe Life Inc. Board of Directors (the "Committee"). Payment in full or in part may also be made in the form of unrestricted stock already owned by the Optionee (based on the fair market value of the stock on the date the Option is exercised). The Optionee shall have the rights to dividends or other rights of a stockholder with respect to the Shares subject to the option when the Optionee has given written notice of exercise and has paid in full for such Shares.
6. Transferability of Option. The Option may be transferred by the Optionee to members of the Optionee’s Immediate Family (the children, grandchildren or spouse of the Optionee), to one or more trusts for the benefit of such Immediate Family members or to one or more partnerships where such Immediate Family members are the only partners if (i) the Optionee has received express written approval of such transfer from the Committee and (ii) the Optionee does not receive any consideration in any form whatsoever for said transfer. Except as provided in the foregoing sentence, the Option shall not be transferable by the Optionee other than by will or by the laws of descent and distribution.
TERMINATION OF OPTION
7. Termination by Death. If the Optionee's employment with the Company, any Subsidiary and/or any Affiliate terminates by reason of death (or if Optionee dies following termination of employment by reason of disability or retirement at or after age 65), the Option shall become immediately exercisable and may thereafter be exercised by the legal representative of the estate or by the legatee of the Optionee under the will of the Optionee, during the period ending on the expiration of the stated term of the Option or the first anniversary of the Optionee's death, whichever is later.
8. Termination by Reason of Disability. If the Optionee's employment with the Company, any Subsidiary, and/or any Affiliate terminates by reason of Disability, the Option shall

    2


be immediately exercisable and may thereafter be exercised during the period ending on the expiration of the stated term of the Option.
9. Termination by Reason of Retirement. If the Optionee's employment with the Company, any Subsidiary, and/or any Affiliate terminates by reason of retirement at or after age 65, the Option shall become immediately exercisable and may thereafter be exercised during the period ending on the expiration of the stated term of the Option.
If the Optionee's employment with the Company, any Subsidiary, and/or any Affiliate terminates by reason of retirement at or after age 60, the Option shall terminate five (5) years from the date of such retirement or upon the expiration of the stated term of the Option, whichever is shorter. If the Optionee's employment with the Company, any Subsidiary and/or any Affiliate terminates by reason of retirement at or after age 55, the Option shall terminate three (3) years from the date of such retirement or upon the expiration of the stated term of the Option, whichever is shorter. In the event of retirement at or after ages 55 or 60, there shall be no acceleration of vesting of the Option, but the Option shall continue to vest in accordance with its regular schedule and may be exercised to the extent it is or becomes exercisable prior to the termination of the Option (the “Continued Vesting Shares”); provided that the Participant’s Retirement occurs after the first anniversary of the Grant Date.
10. Termination for Cause. If the Optionee's employment with the Company, any Subsidiary and/or any Affiliate is terminated for Cause, or the Committee determines that the Optionee has engaged in conduct that would be grounds for termination with Cause, the Option shall be immediately forfeited to the Company upon the giving of notice of termination of employment, and any Shares issued upon exercise of the Option shall be subject to recoupment by the Company based upon a determination by the Committee that recoupment is necessary to recover economic loss associated with the termination with Cause. Any such determination shall be made by the Committee in its sole and absolute discretion.
11. Other Termination. If the Optionee's employment with the Company, any Subsidiary and/or any Affiliate is involuntarily terminated by the Optionee's employer without Cause, the Option shall terminate three (3) months from the date of termination of employment or upon the expiration of the stated term of the Option, whichever is shorter. If the Optionee's

    3


employment with the Company, any Subsidiary and/or any Affiliate is voluntarily terminated for any reason, the Option shall terminate one (1) month from the date of termination of employment or upon the expiration of the stated term of the Option, whichever is shorter. In the event of involuntary termination without Cause or voluntary termination, there shall be no acceleration of vesting, but the Option shall continue to vest in accordance with its regular schedule and may only be exercised to the extent it is or becomes exercisable prior to such termination.
GENERAL TERMS AND PROVISIONS
12. Shares Listed on the Exchange. The Shares for which the Option is hereby granted shall have been listed on the New York Stock Exchange at the time the Option is exercised.
13. Shares May be Newly Issued or Purchased. The Shares to be delivered upon exercise of the Option shall be made available, at the discretion of the Company, either from authorized but previously unissued Shares or from Shares held in the treasury of the Company.
14. Adjustment of Shares for Recapitalization. In the event of any merger, reorganization, consolidation, recapitalization, stock dividend, or other change in corporate structure affecting the Stock, a substitution or adjustment shall be made in the number and price of Shares.
15. Payment of Taxes. The Optionee shall, no later than the date as of which the value of any portion of the Option first becomes includable in the Optionee’s gross income for Federal income tax purposes, pay to the Company, or make other arrangements satisfactory to the Committee, in its sole discretion, regarding payment of, Federal, state, local or FICA taxes of any kind required by the law to be withheld with respect to the Option. The obligations of the Company under this Agreement shall be conditional on such payment or arrangements.
The Optionee may elect, subject to the approval of the Committee, to satisfy the Optionee’s Federal, and where applicable, FICA, state and local tax withholding obligations arising from all awards by the reduction in an amount necessary to pay any such withholding tax obligations, of the number of Shares of stock or amount of cash otherwise issuable or payable to said Optionee upon the issuance of Shares or payment of cash in respect of an Option.

    4


The Company and, where applicable, its Subsidiaries and Affiliates shall, to the extent permitted by law, have the right to deduct any such withholding taxes owed by an Optionee who is not subject to Section 16 of the 1934 Act from any payment of any kind otherwise due to said Optionee.
16. Headings. The headings contained herein are for convenience of reference only, do not constitute a part of this Grant Agreement and shall not be deemed to limit or affect any of the provisions hereof.
17. Notices. Any notices required by or permitted to be given to the Company under this Agreement shall be made in writing and addressed to the Secretary of the Company in care of the Company's Legal Department, 3700 South Stonebridge Drive, McKinney, Texas 75070. Any such notice shall be deemed to have been given when received by the Company.
18. Recoupment. Options awarded hereunder are subject to the Globe Life Inc. Clawback Policy as it may be amended or revised (the “Clawback Policy”). Any Options awarded hereunder may be cancelled or forfeited and any shares of Stock issued upon exercise of the Option shall be subject to forfeiture and recoupment by the Company based on a later determination that recoupment is required under the Clawback Policy. Any such determination by the Committee (in its sole discretion) shall be deemed a failure by the Participant to meet conditions precedent to payment of the Award and render the payment subject to recoupment.
19. Effective Date of Stock Option. This Option has been executed this ____ day of February, 2024, effective as of February __, 2024.

GLOBE LIFE INC.

By:
Its: Authorized Officer



Optionee


    5
EX-10.54 4 gli202310-kexhibit1054xq4.htm EX-10.54 Document


STATE OF TEXAS
COLLIN COUNTY

GLOBE LIFE INC. NON-QUALIFIED
STOCK OPTION GRANT AGREEMENT


GLOBE LIFE INC., a corporation organized and existing under the laws of the state of Delaware (the "Company"), does hereby grant and give unto _________________________ (the "Optionee" or “Participant”), the following non-qualified stock option (the "Option") upon the terms and conditions hereinafter set forth.
AUTHORITY FOR GRANT
1. Stock Incentive Plan/Consideration. The Option is granted under the provisions of the Globe Life Inc. 2018 Incentive Plan, formerly the Torchmark Corporation 2018 Incentive Plan (the “Plan”), as a non-qualified option and is subject to the terms and provisions of the Plan and in return for Optionee’s promises contained herein, including the terms and provisions of Section 12. Capitalized terms used but not defined herein shall have the meanings given them in the Plan which is incorporated by reference herein.
TERMS OF OPTION
2. Number of Shares. The Optionee is hereby granted an option to purchase from the Company __________ shares (the "Shares") of the Company's common capital stock.
3. Option Price Per Share. The option price for each Share subject to the Option shall be $________, the closing price of the Stock on the New York Stock Exchange Composite Tape on February __, 2024, which is the "Grant Date".
4. Option Period. The Option shall be and become first exercisable to the extent of 50% of the Shares on and after February __, 2026. The remaining Shares shall become exercisable on and after February __, 2027. Notwithstanding any other provision of this Agreement, if the Option is not exercised with respect to all Shares prior to seven (7) years from the Grant Date, the Option shall terminate and the parties hereto shall have no further rights or obligations hereunder. For the purposes of this agreement, "Option Period" shall mean the seven (7) year period commencing on the Grant Date.


5. Method of Exercise. The Option may be exercised in whole or in part at any time during the Option Period, by giving written notice of exercise to the Company specifying the number of Shares to be purchased, accompanied by payment in full of the purchase price, in cash, by check or such other instrument as may be acceptable to the Compensation Committee of the Globe Life Inc. Board of Directors (the "Committee"). Payment in full or in part may also be made in the form of unrestricted stock already owned by the Optionee (based on the fair market value of the stock on the date the Option is exercised). The Optionee shall have the rights to dividends or other rights of a stockholder with respect to the Shares subject to the option when the Optionee has given written notice of exercise and has paid in full for such Shares.
6. Transferability of Option. The Option may be transferred by the Optionee to members of the Optionee’s Immediate Family (the children, grandchildren or spouse of the Optionee), to one or more trusts for the benefit of such Immediate Family members or to one or more partnerships where such Immediate Family members are the only partners if (i) the Optionee has received express written approval of such transfer from the Committee and (ii) the Optionee does not receive any consideration in any form whatsoever for said transfer. Except as provided in the foregoing sentence, the Option shall not be transferable by the Optionee other than by will or by the laws of descent and distribution.
TERMINATION OF OPTION
7. Termination by Death. If the Optionee's employment with the Company, any Subsidiary and/or any Affiliate terminates by reason of death (or if Optionee dies following termination of employment by reason of disability or retirement at or after age 65), the Option shall become immediately exercisable and may thereafter be exercised by the legal representative of the estate or by the legatee of the Optionee under the will of the Optionee, during the period ending on the expiration of the stated term of the Option or the first anniversary of the Optionee's death, whichever is later.
8. Termination by Reason of Disability. If the Optionee's employment with the Company, any Subsidiary, and/or any Affiliate terminates by reason of Disability, the Option shall
                    2

be immediately exercisable and may thereafter be exercised during the period ending on the expiration of the stated term of the Option.
9. Termination by Reason of Retirement. If the Optionee's employment with the Company, any Subsidiary, and/or any Affiliate terminates by reason of Retirement at or after age 65, the Option shall become immediately exercisable (the “Retirement Acceleration”) and may thereafter be exercised during the period ending on the expiration of the stated term of the Option.
If the Optionee's employment with the Company, any Subsidiary, and/or any Affiliate terminates by reason of Retirement at or after age 60, the Option shall terminate five (5) years from the date of such Retirement or upon the expiration of the stated term of the Option, whichever is shorter. If the Optionee's employment with the Company, any Subsidiary and/or any Affiliate terminates by reason of Retirement at or after age 55, the Option shall terminate three (3) years from the date of such Retirement or upon the expiration of the stated term of the Option, whichever is shorter. In the event of Retirement at or after ages 55 or 60, there shall be no acceleration of vesting of the Option, but the Option shall continue to vest in accordance with its regular schedule and may be exercised to the extent it is or becomes exercisable prior to the termination of the Option (the “Continued Vesting Shares”); provided that the Participant’s Retirement occurs after the first anniversary of the Grant Date.
In the event the Participant’s employment is terminated due to Retirement prior to the first anniversary of the Grant Date, all Options shall be forfeited.
10. Termination for Cause. If the Optionee's employment with the Company, any Subsidiary and/or any Affiliate is terminated for Cause, or the Committee determines that the Optionee has engaged in conduct that would be grounds for termination with Cause, the Option shall be immediately forfeited to the Company upon the giving of notice of termination of employment, and any Shares issued upon exercise of the Option shall be subject to recoupment by the Company based upon a determination by the Committee that recoupment is necessary to recover economic loss associated with the termination with Cause. Any such determination shall be made by the Committee in its sole and absolute discretion.
                    3

11. Other Termination. If the Optionee's employment with the Company, any Subsidiary and/or any Affiliate is involuntarily terminated by the Optionee's employer without Cause, the Option shall terminate three (3) months from the date of termination of employment or upon the expiration of the stated term of the Option, whichever is shorter. If the Optionee's employment with the Company, any Subsidiary and/or any Affiliate is voluntarily terminated for any reason, the Option shall terminate one (1) month from the date of termination of employment or upon the expiration of the stated term of the Option, whichever is shorter. In the event of involuntary termination without Cause or voluntary termination, there shall be no acceleration of vesting, but the Option shall continue to vest in accordance with its regular schedule and may only be exercised to the extent it is or becomes exercisable prior to such termination.
12. Noncompetition/Confidentiality/Nonsolicitation. Upon Participant’s separation from employment from the Company for any reason for a period of two (2) years from the date of such separation or in the event of termination under circumstances that entitle him to Retirement Acceleration or Continued Vesting Shares, during the remaining vesting period prior to the Vesting Date, whichever is longer (the “Restriction Period”), Participant agrees not to engage or participate, directly or indirectly, including but not limited to as an employee, consultant, advisor, contractor, partner, owner or otherwise, in a competing business, which is one that provides the same or substantially similar products or services as the Business with which Participant was involved. “Business” is defined as product development, marketing, sales and servicing of life insurance, health insurance and annuity products through captive agents, independent agents and direct response marketing channels. Life insurance includes individual life or group life, with or without return-of-premium benefit. Health insurance includes accidental death or supplemental health insurance products, with or without return-of premium benefits, including cancer, critical illness, hospital indemnity, Medicare supplement. Annuity includes deferred annuities or single premium immediate annuities. (All of the foregoing are referred to collectively as the “Business”). Participant further agrees that he will not serve as a Board member for any company that provides the same or similar products or services as the Business. Participant also agrees and understands that this noncompetition agreement extends
                    4

to competition in any state in which Participant worked or directed work for the Company (referred to as the “Restricted Area”).
Participant acknowledges that the Restricted Area, scope of prohibited activities, and the Restriction Period are reasonable and are no broader than are necessary to protect Company’s legitimate business interests. Participant also acknowledges that the Company would not be providing the benefits set forth in this Agreement but for Participant’s covenants and promises contained in this Section. Participant further agrees that during the non-competition term, Participant shall immediately notify the Company in writing of any employment, work, or business he undertakes with or on behalf of any person (including himself) or entity other than the Company and acknowledges and agrees that the Company may place Participant’s future employer on notice of the Participant’s post-employment obligations.
Participant further expressly agrees and understands that the Company has disclosed confidential, proprietary and/or trade secret information to Participant. Participant agrees that he will not utilize nor disclose to any third party any of the Company’s confidential, proprietary or trade secret information at any time in the future. In consideration of the Company disclosing such information to Participant and/or for the consideration provided to Participant by the Company in this Agreement, which Participant acknowledges is sufficient and reasonable consideration, Participant has agreed to the non-competition provisions set forth herein. In addition, due to the type of information to which Participant has been given access, there are some types of future employment in which Participant would inevitably use and disclose confidential and proprietary information in violation of Participant’s promises. Therefore, Participant acknowledges as part of this agreement the potential for such unauthorized inevitable disclosure and agrees that the non-competition provisions set forth herein are necessary and reasonable.
Notwithstanding any other provision of this Agreement, nothing herein shall prohibit Participant from reporting possible violations of federal law or regulation to any governmental agency or entity or making other disclosures that are protected pursuant to federal law or regulation. Prior authorization from the Company is not required in order to make any such reports or disclosures and Participant is not required to notify the Company that such reports or disclosures have been made.
                    5

IMMUNITY NOTICE. Pursuant to the Defend Trade Secrets Act of 2016, Participant may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and solely for the purpose of reporting or investigating a suspected violation of the law; or is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Should any provision in this Agreement conflict with this provision, this provision shall control.
Participant also agrees that during the Restriction Period he will not solicit the clients or customers of the Company in order to request or advise such clients or customers to end, change or curtail their business relationship with the Company. In addition, Participant agrees that during the Restriction Period he will not solicit any employee of the Company in order to request or advise any such employee to end, change or curtail their employment relationship with the Company.
If for any reason any court of competent jurisdiction finds any provision of this Section to be unreasonable in duration or scope or otherwise, Company and Participant agree that the court shall reform restrictions and prohibitions contained in this Section so that they shall be effective to the fullest extent allowed under applicable law. Each covenant set forth in this Section shall survive the termination of this Agreement and Participant’s employment for any reason and shall be construed as an agreement independent of any other provision of this Agreement.
Participant acknowledges and agrees that the covenants, obligations and agreements of Participant contained in this Section concern special, unique and extraordinary matters and that a violation of any of the terms of these covenants, obligations or agreements will cause Company irreparable injury for which adequate remedies at law are not available. Therefore, Participant agrees that Company will be entitled to an injunction, restraining order, or any other equitable relief (without the requirement to post bond) as a court of competent jurisdiction may deem necessary or appropriate to restrain Participant from committing any violation of the covenants, obligations or agreements referred to in this Agreement.
                    6

These injunctive remedies are cumulative and in addition to any other rights and remedies Company may have against Participant.
In addition, Participant agrees that if the terms of this Section are violated or if the terms of this Section are determined to be unenforceable by any court of competent jurisdiction, Participant shall forfeit and not be entitled to receive Retirement Acceleration or the Continued Vesting Shares herein. The Company shall be relieved from any obligation to provide Participant with Retirement Acceleration or the Continued Vesting Shares. If Participant has already received the Retirement Acceleration or the Continued Vesting Shares, Participant agrees to repay the Company the value of the Retirement Acceleration or the Continued Vesting Shares on the date it was received by Participant upon five (5) days written notice.
GENERAL TERMS AND PROVISIONS
13. Shares Listed on the Exchange. The Shares for which the Option is hereby granted shall have been listed on the New York Stock Exchange at the time the Option is exercised.
14. Shares May be Newly Issued or Purchased. The Shares to be delivered upon exercise of the Option shall be made available, at the discretion of the Company, either from authorized but previously unissued Shares or from Shares held in the treasury of the Company.
15. Adjustment of Shares for Recapitalization. In the event of any merger, reorganization, consolidation, recapitalization, stock dividend, or other change in corporate structure affecting the Stock, a substitution or adjustment shall be made in the number and price of Shares.
16. Payment of Taxes. The Optionee shall, no later than the date as of which the value of any portion of the Option first becomes includable in the Optionee’s gross income for Federal income tax purposes, pay to the Company, or make other arrangements satisfactory to the Committee, in its sole discretion, regarding payment of, the Federal, state, local or FICA taxes of any kind required by the law to be withheld with respect to the Option. The obligations of the Company under this Agreement shall be conditional on such payment or arrangements.
                    7

The Optionee may elect, subject to the approval of the Committee, to satisfy the Optionee’s Federal, and where applicable, FICA, state and local tax withholding obligations arising from all awards by the reduction in an amount necessary to pay any such withholding tax obligations, of the number of Shares of stock or amount of cash otherwise issuable or payable to said Optionee upon the issuance of Shares or payment of cash in respect of an Option. The Company and, where applicable, its Subsidiaries and Affiliates shall, to the extent permitted by law, have the right to deduct any such withholding taxes owed by an Optionee who is not subject to Section 16 of the 1934 Act from any payment of any kind otherwise due to said Optionee.
17. Headings. The headings contained herein are for convenience of reference only, do not constitute a part of this Grant Agreement and shall not be deemed to limit or affect any of the provisions hereof.
18. Notices. Any notices required by or permitted to be given to the Company under this Agreement shall be made in writing and addressed to the Secretary of the Company in care of the Company's Legal Department, 3700 South Stonebridge Drive, McKinney, Texas 75070. Any such notice shall be deemed to have been given when received by the Company.
19. Recoupment. Options awarded hereunder are subject to the Globe Life Inc. Clawback Policy as it may be amended or revised (the “Clawback Policy”). Any Options awarded hereunder may be cancelled or forfeited and any shares of Stock issued upon exercise of the Option shall be subject to forfeiture and recoupment by the Company based on a later determination that recoupment is required under the Clawback Policy. Any such determination by the Committee (in its sole discretion) shall be deemed a failure by the Participant to meet conditions precedent to payment of the Award and render the payment subject to recoupment.
20. Governing Law/Venue. All questions pertaining to the construction, regulation, validity and effect of the provisions of this Agreement shall be determined in accordance with the laws of the State of Texas. In addition, Participant and Company agree that any disputes or claims concerning or relating to the terms and provisions of this Agreement shall be filed in Collin County, State of Texas or the United States District Court for the Eastern District of Texas.
                    8

21. Effective Date of Stock Option. This Option has been executed this ____ day of February, 2024, effective as of February __, 2024.

GLOBE LIFE INC.

By:
Its: Authorized Officer



Optionee
                    9
EX-10.55 5 gli202310-kexhibit1055xq4.htm EX-10.55 Document


STATE OF TEXAS
COLLIN COUNTY

GLOBE LIFE INC. NON-QUALIFIED
STOCK OPTION GRANT AGREEMENT


GLOBE LIFE INC., a corporation organized and existing under the laws of the state of Delaware (the "Company"), does hereby grant and give unto __________________________ (the "Optionee" or “Participant”), the following non-qualified stock option (the "Option") upon the terms and conditions hereinafter set forth.
AUTHORITY FOR GRANT
1. Stock Incentive Plan/Consideration. The Option is granted under the provisions of the Globe Life Inc. 2018 Incentive Plan, formerly the Torchmark Corporation 2018 Incentive Plan (the “Plan”), as a non-qualified option and is subject to the terms and provisions of the Plan and in return for Optionee’s promises contained herein, including the terms and provisions of Section 12. Capitalized terms used but not defined herein shall have the meanings given them in the Plan which is incorporated by reference herein.
TERMS OF OPTION
2. Number of Shares. The Optionee is hereby granted an option to purchase from the Company ____________ shares (the "Shares") of the Company's common capital stock.
3. Option Price Per Share. The option price for each Share subject to the Option shall be $_____, the closing price of the Stock on the New York Stock Exchange Composite Tape on February __, 2024, which is the "Grant Date".
4. Option Period. The Option shall be and become first exercisable to the extent of 50% of the Shares on and after February __, 2026. The remaining Shares shall become exercisable on and after February __, 2027. Notwithstanding any other provision of this Agreement, if the Option is not exercised with respect to all Shares prior to seven (7) years from the Grant Date, the Option shall terminate and the parties hereto shall have no further rights or obligations hereunder. For the purposes of this agreement, "Option Period" shall mean the seven (7) year period commencing on the Grant Date.


5. Method of Exercise. The Option may be exercised in whole or in part at any time during the Option Period, by giving written notice of exercise to the Company specifying the number of Shares to be purchased, accompanied by payment in full of the purchase price, in cash, by check or such other instrument as may be acceptable to the Compensation Committee of the Globe Life Inc. Board of Directors (the "Committee"). Payment in full or in part may also be made in the form of unrestricted stock already owned by the Optionee (based on the fair market value of the stock on the date the Option is exercised). The Optionee shall have the rights to dividends or other rights of a stockholder with respect to the Shares subject to the option when the Optionee has given written notice of exercise and has paid in full for such Shares.
6. Transferability of Option. The Option may be transferred by the Optionee to members of the Optionee’s Immediate Family (the children, grandchildren or spouse of the Optionee), to one or more trusts for the benefit of such Immediate Family members or to one or more partnerships where such Immediate Family members are the only partners if (i) the Optionee has received express written approval of such transfer from the Committee and (ii) the Optionee does not receive any consideration in any form whatsoever for said transfer. Except as provided in the foregoing sentence, the Option shall not be transferable by the Optionee other than by will or by the laws of descent and distribution.
TERMINATION OF OPTION
7. Termination by Death. If the Optionee's employment with the Company, any Subsidiary and/or any Affiliate terminates by reason of death (or if Optionee dies following termination of employment by reason of disability or retirement at or after age 65), the Option shall become immediately exercisable and may thereafter be exercised by the legal representative of the estate or by the legatee of the Optionee under the will of the Optionee, during the period ending on the expiration of the stated term of the Option or the first anniversary of the Optionee's death, whichever is later.
8. Termination by Reason of Disability. If the Optionee's employment with the Company, any Subsidiary, and/or any Affiliate terminates by reason of Disability, the Option shall be immediately exercisable and may thereafter be exercised during the period ending on the expiration of the stated term of the Option.
                    2

9. Termination by Reason of Retirement. If the Optionee's employment with the Company, any Subsidiary, and/or any Affiliate terminates by reason of Retirement at or after age 65, the Option shall become immediately exercisable (the “Retirement Acceleration”) and may thereafter be exercised during the period ending on the expiration of the stated term of the Option.
If the Optionee's employment with the Company, any Subsidiary, and/or any Affiliate terminates by reason of Retirement at or after age 60, the Option shall terminate five (5) years from the date of such Retirement or upon the expiration of the stated term of the Option, whichever is shorter. If the Optionee's employment with the Company, any Subsidiary and/or any Affiliate terminates by reason of Retirement at or after age 55, the Option shall terminate three (3) years from the date of such Retirement or upon the expiration of the stated term of the Option, whichever is shorter. In the event of Retirement at or after ages 55 or 60, there shall be no acceleration of vesting of the Option, but the Option shall continue to vest in accordance with its regular schedule and may be exercised to the extent it is or becomes exercisable prior to the termination of the Option (the “Continued Vesting Shares”).
10. Termination for Cause. If the Optionee's employment with the Company, any Subsidiary and/or any Affiliate is terminated for Cause, or the Committee determines that the Optionee has engaged in conduct that would be grounds for termination with Cause, the Option shall be immediately forfeited to the Company upon the giving of notice of termination of employment, and any Shares issued upon exercise of the Option shall be subject to recoupment by the Company based upon a determination by the Committee that recoupment is necessary to recover economic loss associated with the termination with Cause. Any such determination shall be made by the Committee in its sole and absolute discretion.
11. Other Termination. If the Optionee's employment with the Company, any Subsidiary and/or any Affiliate is involuntarily terminated by the Optionee's employer without Cause, the Option shall terminate three (3) months from the date of termination of employment or upon the expiration of the stated term of the Option, whichever is shorter. If the Optionee's employment with the Company, any Subsidiary and/or any Affiliate is voluntarily terminated for any reason, the Option shall terminate one (1) month from the date of termination of employment or upon the expiration of the stated term of the Option, whichever is shorter. In the event of involuntary termination without Cause or voluntary termination, there shall be no acceleration of vesting, but the Option shall continue to vest in accordance with its regular schedule and may only be exercised to the extent it is or becomes exercisable prior to such termination.
                    3

12. Noncompetition/Confidentiality/Nonsolicitation. Upon Participant’s separation from employment from the Company for any reason for a period of two (2) years from the date of such separation or in the event of termination under circumstances that entitle him to Retirement Acceleration or Continued Vesting Shares, during the remaining vesting period prior to the Vesting Date, whichever is longer (the “Restriction Period”), Participant agrees not to engage or participate, directly or indirectly, including but not limited to as an employee, consultant, advisor, contractor, partner, owner or otherwise, in a competing business, which is one that provides the same or substantially similar products or services as the Business with which Participant was involved. “Business” is defined as product development, marketing, sales and servicing of life insurance, health insurance and annuity products through captive agents, independent agents and direct response marketing channels. Life insurance includes individual life or group life, with or without return-of-premium benefit. Health insurance includes accidental death or supplemental health insurance products, with or without return-of premium benefits, including cancer, critical illness, hospital indemnity, Medicare supplement. Annuity includes deferred annuities or single premium immediate annuities. (All of the foregoing are referred to collectively as the “Business”). Participant further agrees that he will not serve as a Board member for any company that provides the same or similar products or services as the Business. Participant also agrees and understands that this noncompetition agreement extends to competition in any state in which Participant worked or directed work for the Company (referred to as the “Restricted Area”).
Participant acknowledges that the Restricted Area, scope of prohibited activities, and the Restriction Period are reasonable and are no broader than are necessary to protect Company’s legitimate business interests. Participant also acknowledges that the Company would not be providing the benefits set forth in this Agreement but for Participant’s covenants and promises contained in this Section.
                    4

Participant further agrees that during the non-competition term, Participant shall immediately notify the Company in writing of any employment, work, or business he undertakes with or on behalf of any person (including himself) or entity other than the Company and acknowledges and agrees that the Company may place Participant’s future employer on notice of the Participant’s post-employment obligations.
Participant further expressly agrees and understands that the Company has disclosed confidential, proprietary and/or trade secret information to Participant. Participant agrees that he will not utilize nor disclose to any third party any of the Company’s confidential, proprietary or trade secret information at any time in the future. In consideration of the Company disclosing such information to Participant and/or for the consideration provided to Participant by the Company in this Agreement, which Participant acknowledges is sufficient and reasonable consideration, Participant has agreed to the non-competition provisions set forth herein. In addition, due to the type of information to which Participant has been given access, there are some types of future employment in which Participant would inevitably use and disclose confidential and proprietary information in violation of Participant’s promises. Therefore, Participant acknowledges as part of this agreement the potential for such unauthorized inevitable disclosure and agrees that the non-competition provisions set forth herein are necessary and reasonable.
Notwithstanding any other provision of this Agreement, nothing herein shall prohibit Participant from reporting possible violations of federal law or regulation to any governmental agency or entity or making other disclosures that are protected pursuant to federal law or regulation. Prior authorization from the Company is not required in order to make any such reports or disclosures and Participant is not required to notify the Company that such reports or disclosures have been made.
IMMUNITY NOTICE. Pursuant to the Defend Trade Secrets Act of 2016, Participant may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and solely for the purpose of reporting or investigating a suspected violation of the law; or is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Should any provision in this Agreement conflict with this provision, this provision shall control.
                    5

Participant also agrees that during the Restriction Period he will not solicit the clients or customers of the Company in order to request or advise such clients or customers to end, change or curtail their business relationship with the Company. In addition, Participant agrees that during the Restriction Period he will not solicit any employee of the Company in order to request or advise any such employee to end, change or curtail their employment relationship with the Company.
If for any reason any court of competent jurisdiction finds any provision of this Section to be unreasonable in duration or scope or otherwise, Company and Participant agree that the court shall reform restrictions and prohibitions contained in this Section so that they shall be effective to the fullest extent allowed under applicable law. Each covenant set forth in this Section shall survive the termination of this Agreement and Participant’s employment for any reason and shall be construed as an agreement independent of any other provision of this Agreement.
Participant acknowledges and agrees that the covenants, obligations and agreements of Participant contained in this Section concern special, unique and extraordinary matters and that a violation of any of the terms of these covenants, obligations or agreements will cause Company irreparable injury for which adequate remedies at law are not available. Therefore, Participant agrees that Company will be entitled to an injunction, restraining order, or any other equitable relief (without the requirement to post bond) as a court of competent jurisdiction may deem necessary or appropriate to restrain Participant from committing any violation of the covenants, obligations or agreements referred to in this Agreement. These injunctive remedies are cumulative and in addition to any other rights and remedies Company may have against Participant.
In addition, Participant agrees that if the terms of this Section are violated or if the terms of this Section are determined to be unenforceable by any court of competent jurisdiction, Participant shall forfeit and not be entitled to receive Retirement Acceleration or the Continued Vesting Shares herein. The Company shall be relieved from any obligation to provide Participant with Retirement Acceleration or the Continued Vesting Shares. If Participant has already received the Retirement Acceleration or the Continued Vesting Shares, Participant agrees to repay the Company the value of the Retirement Acceleration or the Continued Vesting Shares on the date it was received by Participant upon five (5) days written notice.
                    6

GENERAL TERMS AND PROVISIONS
13. Shares Listed on the Exchange. The Shares for which the Option is hereby granted shall have been listed on the New York Stock Exchange at the time the Option is exercised.
14. Shares May be Newly Issued or Purchased. The Shares to be delivered upon exercise of the Option shall be made available, at the discretion of the Company, either from authorized but previously unissued Shares or from Shares held in the treasury of the Company.
15. Adjustment of Shares for Recapitalization. In the event of any merger, reorganization, consolidation, recapitalization, stock dividend, or other change in corporate structure affecting the Stock, a substitution or adjustment shall be made in the number and price of Shares.
16. Payment of Taxes. The Optionee shall, no later than the date as of which the value of any portion of the Option first becomes includable in the Optionee’s gross income for Federal income tax purposes, pay to the Company, or make other arrangements satisfactory to the Committee, in its sole discretion, regarding payment of, Federal, state, local or FICA taxes of any kind required by the law to be withheld with respect to the Option. The obligations of the Company under this Agreement shall be conditional on such payment or arrangements.
The Optionee may elect, subject to the approval of the Committee, to satisfy the Optionee’s Federal, and where applicable, FICA, state and local tax withholding obligations arising from all awards by the reduction in an amount necessary to pay any such withholding tax obligations, of the number of Shares of stock or amount of cash otherwise issuable or payable to said Optionee upon the issuance of Shares or payment of cash in respect of an Option. The Company and, where applicable, its Subsidiaries and Affiliates shall, to the extent permitted by law, have the right to deduct any such withholding taxes owed by an Optionee who is not subject to Section 16 of the 1934 Act from any payment of any kind otherwise due to said Optionee.
                    7

17. Headings. The headings contained herein are for convenience of reference only, do not constitute a part of this Grant Agreement and shall not be deemed to limit or affect any of the provisions hereof.
18. Notices. Any notices required by or permitted to be given to the Company under this Agreement shall be made in writing and addressed to the Secretary of the Company in care of the Company's Legal Department, 3700 South Stonebridge Drive, McKinney, Texas 75070. Any such notice shall be deemed to have been given when received by the Company.
19. Recoupment. Options awarded hereunder are subject to the Globe Life Inc. Clawback Policy as it may be amended or revised (the “Clawback Policy”). Any Options awarded hereunder may be cancelled or forfeited and any shares of Stock issued upon exercise of the Option shall be subject to forfeiture and recoupment by the Company based on a later determination that recoupment is required under the Clawback Policy. Any such determination by the Committee (in its sole discretion) shall be deemed a failure by the Participant to meet conditions precedent to payment of the Award and render the payment subject to recoupment.
20. Governing Law/Venue. All questions pertaining to the construction, regulation, validity and effect of the provisions of this Agreement shall be determined in accordance with the laws of the State of Texas. In addition, Participant and Company agree that any disputes or claims concerning or relating to the terms and provisions of this Agreement shall be filed in Collin County, State of Texas or the United States District Court for the Eastern District of Texas.
21. Effective Date of Stock Option. This Option has been executed this ____ day of February, 2024, effective as of February __, 2024.

GLOBE LIFE INC.

By:
Its: Authorized Officer



Optionee
                    8
EX-10.56 6 gli202310-kexhibit1056xq4.htm EX-10.56 Document

Globe Life Inc.

RESTRICTED STOCK UNIT AWARD CERTIFICATE

Non-transferable

G R A N T T O


    

(“Grantee”)

by Globe Life Inc. (the “Company”) of Restricted Stock Units (the “RSUs representing the right to earn, on a one-for-one basis, shares of the Company’s Common Stock, $1.00 par value (“Stock”), pursuant to and subject to the provisions of the Globe Life Inc. 2018 Incentive Plan, formerly the Torchmark Corporation 2018 Incentive Plan, (the “Plan”) and to the terms and conditions set forth on the following pages of this award certificate (this “Certificate”).

The number of RSUs subject to this award is (the “Award”).

By accepting this Award, Grantee shall be deemed to have agreed to the terms and conditions of this Certificate and the Plan.

IN WITNESS WHEREOF, Globe Life Inc., acting by and through its duly authorized officers, has caused this Certificate to be executed.

GLOBE LIFE INC.


By: ___________________________
Its: Authorized Office
 Grant Date: ____________, 2024


Accepted by Grantee: ________________________




TERMS AND CONDITIONS

1.Defined Terms. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Plan.

2.Vesting of RSUs. The RSUs have been credited to a bookkeeping account on behalf of Grantee and do not represent actual shares of Stock. The RSUs are being awarded to the Grantee in return for Grantee’s promises contained herein. RSUs will vest and become non-forfeitable on the earliest to occur of the following (the “Vesting Date”):
(a)    ________, 2027, provided Grantee has continued in the employment of the Company or its Affiliates through such date, or
(b)    the termination of Grantee’s employment due to death or Disability, or
(c)    the termination of Grantee’s employment due to retirement after the Grantee has attained the age of 60, provided that the portion vested will depend upon the amount of service following the Grant Date with 33.33% of the RSUs eligible for vesting upon retirement after the first anniversary of the Grant Date and 66.67% of the RSUs eligible for vesting after the second anniversary of the Grant Date, or
(d)    a Change in Control of the Company in which the RSUs are not assumed by the Surviving Entity or otherwise equitably converted or substituted in connection with the Change in Control in a manner approved by the Committee or the Board, or
(e)    upon the occurrence of (i) a Change in Control of the Company in which the RSUs are assumed by the Surviving Entity or otherwise equitably converted or substituted in connection with the Change in Control and (ii) if within three years after the effective date of the Change in Control, Grantee’s employment is terminated without Cause or Grantee resigns for Good Reason.

In the event Grantee’s employment terminates for any reason other than as described above at any time prior to the applicable Vesting Date, all of Grantee’s RSUs will immediately be forfeited to the Company without further consideration or any act or action by Grantee unless the Committee approves of vesting within its sole and absolute discretion as described under the terms of the Plan.

3.Termination with Cause. If Grantee’s employment with Company, any Subsidiary and/or any Affiliate is terminated for Cause or the Committee determines that the Grantee has engaged in conduct that would be grounds for termination with Cause, the RSUs shall immediately be forfeited and any shares of Stock issued hereunder shall be subject to recoupment by the Company based upon a determination by the Committee that recoupment is necessary to recover the economic loss associated with the termination with Cause. Any such determination shall be made by the Committee in its sole and absolute discretion.

4.Settlement in Stock. Any vested RSUs will be settled by the Company by issuing shares of Stock (one share per vested RSU) within thirty (30) days following the Vesting Date by book-entry registration or by issuance of shares in Grantee’s name. Any RSUs that fail to vest in accordance with the terms of this Certificate will be forfeited.

5.Restrictions on Transfer and Pledge. No right or interest of Grantee in the RSUs may be pledged, encumbered, or hypothecated or be made subject to any lien, obligation, or liability of Grantee to any other party other than the Company or an Affiliate. The RSUs may not be sold, assigned, transferred or otherwise disposed of by Grantee other than by will or the laws of descent and distribution.

6.Restrictions on Issuance of Stock. If at any time the Committee shall determine, in its discretion, that registration, listing or qualification of the Stock underlying the RSUs upon any securities exchange or similar self-regulatory organization or under any foreign, federal, or local law or practice, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition to the settlement of the RSUs, stock units will not be converted to Stock in whole or in part unless and until such registration, listing, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Committee.

7.Limitation of Rights. The RSUs do not confer to Grantee or Grantee’s beneficiary, executors or administrators any voting rights, rights to receive dividends or any other rights of a shareholder of the Company unless and until shares of Stock are in fact issued to such person in connection with the units. Nothing in this Certificate shall interfere with or limit in any way the right of the Company or any Affiliate to terminate Grantee’s employment at any time, nor confer upon Grantee any right to continue in employment of the Company or any Affiliate.


    2


8.No Entitlement to Future Awards. The grant of the RSUs does not entitle Grantee to the grant of any additional units or other awards under the Plan in the future. Future grants, if any, will be at the sole discretion of the Company, including, but not limited to, the timing of any grant, the number of units, and vesting provisions.

9.Payment of Taxes. The Company or any Affiliate employing Grantee has the authority and the right to deduct or withhold, or require Grantee to remit to the employer, an amount sufficient to satisfy federal, state, and local taxes (including Grantee’s FICA obligation) required by law to be withheld with respect to any taxable event arising as a result of the vesting or settlement of the RSUs. With respect to withholding required upon any taxable event arising as a result of the Award, the employer may satisfy the tax withholding requirement by withholding shares of Stock having a Fair Market Value, as of the date that the amount of tax to be withheld is to be determined, as nearly equal as possible to (but no more than) the total minimum statutory tax required to be withheld. The obligations of the Company under this Agreement will be conditional on such payment or arrangements, and the Company, and, where applicable, its Affiliates will, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to Grantee.

10.Recoupment. RSUs awarded hereunder are subject to the Globe Life Inc. Clawback Policy as it may be amended or revised (the “Clawback Policy”). Any RSUs awarded hereunder may be cancelled or forfeited and any shares of Stock issued hereunder shall be subject to forfeiture and recoupment by the Company based on a later determination that recoupment is required under the Clawback Policy. Any such determination by the Committee (in its sole discretion) shall be deemed a failure by the Participant to meet conditions precedent to payment of the Award and render the payment subject to recoupment.

11.Amendment. Subject to the terms of the Plan, the Committee may amend, modify or terminate this Certificate without approval of Grantee; provided, however, that such amendment, modification or termination shall not, without Grantee’s consent, reduce or diminish the value of this award determined as if it had been fully vested (i.e., as if all restrictions on the RSUs hereunder had expired) on the date of such amendment or termination. Notwithstanding the foregoing, Grantee hereby expressly agrees to any amendment to the Plan and this Agreement to the extent necessary to comply with applicable law or changes to applicable law (including, but not limited to, Code Section 409A) and related regulations or other guidance and federal securities laws.

12.Plan Controls. The terms contained in the Plan shall be and are hereby incorporated into and made a part of this Certificate and this Certificate shall be governed by and construed in accordance with the Plan. Without limiting the foregoing, the terms and conditions of the RSUs, including the number of shares and the class or series of capital stock which may be delivered upon settlement of the RSUs, are subject to adjustment as provided in Article 15 of the Plan. In the event of any actual or alleged conflict between the provisions of the Plan and the provisions of this Certificate, the provisions of the Plan shall be controlling and determinative. Any conflict between this Certificate and the terms of a written employment with Grantee that has been approved, ratified or confirmed by the Committee shall be decided in favor of the provisions of such employment agreement.

13.Governing Law/Venue. Except as noted below, this Certificate shall be construed in accordance with and governed by the laws of the State of Delaware, United States of America, regardless of the law that might be applied under principles of conflict of laws. In addition, Grantee and the Company agree that any disputes or claims concerning or relating to the terms and provisions of this Agreement shall be filed in Collin County, State of Texas or the United States District Court for the Eastern District of Texas.

14.Severability. If any one or more of the provisions contained in this Certificate is deemed to be invalid, illegal or unenforceable, the other provisions of this Certificate will be construed and enforced as if the invalid, illegal or unenforceable provision had never been included.

15.Relationship to Other Benefits. The RSUs shall not affect the calculation of benefits under any other compensation plan or program of the Company, except to the extent specially provided in such other plan or program.

16.Notice. Notices and communications hereunder must be in writing and either personally delivered or sent by registered or certified United States mail, return receipt requested, postage prepaid. Notices to the Company must be addressed to Globe Life Inc., 3700 South Stonebridge Drive, McKinney, Texas 75070, Attn: Corporate Secretary, or any other address designated by the Company in a written notice to Grantee. Notices to Grantee will be directed to the address of Grantee then currently on file with the Company, or at any other address given by Grantee in a written notice to the Company.

17.Section 409A. The RSUs awarded hereunder are intended to be exempt from Code Section 409A as a short-term deferral. In the event the RSUs are determined not to be exempt, it is intended to comply with Code Section 409A and any ambiguous provision will be construed in a manner that is compliant with or exempt from the application of Section 409A. Any reference to Grantee’s termination of employment shall mean a cessation of the employment relationship between the Grantee and the Company which

    3


constitutes a “separation from service” as determined in accordance with Code Section 409A and related regulations. Notwithstanding any provision to the contrary in this Certificate, if the Grantee is deemed on the date of termination to be a “specified employee” within the meaning of that term under Section 409A(a)(2)(B) of the Code, then the payments under this Certificate that are subject to Section 409A and paid by reason of a termination of employment shall be made or provided on the later of (a) the payment date set forth in this Certificate, or (b) the date that is the earliest of (i) the expiration of the six‑month period measured from the date of Grantee’s termination of employment or (ii) the date of the Grantee’s death, if applicable (the “Delay Period”). Payments subject to the Delay Period shall be paid to the Grantee without interest for such delay in payment.

    4
EX-10.57 7 gli202310-kexhibit1057xq4.htm EX-10.57 Document

Globe Life Inc.

RESTRICTED STOCK UNIT AWARD CERTIFICATE

Non-transferable

G R A N T T O


    

(“Grantee”)

by Globe Life Inc. (the “Company”) of Restricted Stock Units (the “RSUs representing the right to earn, on a one-for-one basis, shares of the Company’s Common Stock, $1.00 par value (“Stock”), pursuant to and subject to the provisions of the Globe Life Inc. 2018 Incentive Plan, formerly the Torchmark Corporation 2018 Incentive Plan, (the “Plan”) and to the terms and conditions set forth on the following pages of this award certificate (this “Certificate”).

The number of RSUs subject to this award is (the “Award”).
By accepting this Award, Grantee shall be deemed to have agreed to the terms and conditions of this Certificate and the Plan.

IN WITNESS WHEREOF, Globe Life Inc., acting by and through its duly authorized officers, has caused this Certificate to be executed.

GLOBE LIFE INC.


By: _______________________________________
Its: Authorized Office
 Grant Date: ____________, 2024


Accepted by Grantee: ______________________



TERMS AND CONDITIONS
1.Defined Terms. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Plan
2.Vesting of RSUs. The RSUs have been credited to a bookkeeping account on behalf of Grantee and do not represent actual shares of Stock. The RSUs are being awarded to the Grantee in return for Grantee’s promises contained herein including the terms and provisions of Section 6. RSUs will vest and become non-forfeitable on the earliest to occur of the following (the “Vesting Date”):
(a)    ________, 2027, provided Grantee has continued in the employment of the Company or its Affiliates through such date, or
(b)    the termination of Grantee’s employment due to death or Disability, or
(c)    the termination of Grantee’s employment due to retirement after the Grantee has attained the age of 60, provided that the portion vested will depend upon the amount of service following the Grant Date with 33.33% of the RSUs eligible for vesting upon retirement after the first anniversary of the Grant Date and 66.67% of the RSUs eligible for vesting after the second anniversary of the Grant Date, or
(d)    a Change in Control of the Company in which the RSUs are not assumed by the Surviving Entity or otherwise equitably converted or substituted in connection with the Change in Control in a manner approved by the Committee or the Board, or
(e)    upon the occurrence of (i) a Change in Control of the Company in which the RSUs are assumed by the Surviving Entity or otherwise equitably converted or substituted in connection with the Change in Control and (ii) if within two years after the effective date of the Change in Control, Grantee’s employment is terminated without Cause or Grantee resigns for Good Reason.

In the event Grantee’s employment terminates for any reason other than as described above at any time prior to the applicable Vesting Date, all of Grantee’s RSUs will immediately be forfeited to the Company without further consideration or any act or action by Grantee unless the Committee approves of vesting within its sole and absolute discretion as described under the terms of the Plan.

3.Termination with Cause. If Grantee’s employment with Company, any Subsidiary and/or any Affiliate is terminated for Cause or the Committee determines that the Grantee has engaged in conduct that would be grounds for termination with Cause, the RSUs shall immediately be forfeited and any shares of Stock issued hereunder shall be subject to recoupment by the Company based upon a determination by the Committee that recoupment is necessary to recover the economic loss associated with the termination with Cause. Any such determination shall be made by the Committee in its sole and absolute discretion.

4.Settlement in Stock. Any vested RSUs will be settled by the Company by issuing shares of Stock (one share per vested RSU) within thirty (30) days following the Vesting Date by book-entry registration or by issuance of shares in Grantee’s name. Any RSUs that fail to vest in accordance with the terms of this Certificate will be forfeited.

5.Restrictions on Transfer and Pledge. No right or interest of Grantee in the RSUs may be pledged, encumbered, or hypothecated or be made subject to any lien, obligation, or liability of Grantee to any other party other than the Company or an Affiliate. The RSUs may not be sold, assigned, transferred or otherwise disposed of by Grantee other than by will or the laws of descent and distribution.

6.Restrictions on Issuance of Stock. If at any time the Committee shall determine, in its discretion, that registration, listing or qualification of the Stock underlying the RSUs upon any securities exchange or similar self-regulatory organization or under any foreign, federal, or local law or practice, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition to the settlement of the RSUs, stock units will not be converted to Stock in whole or in part unless and until such registration, listing, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Committee.

7.Noncompetition/Confidentiality/Nonsolicitation. Upon Grantee’s separation from employment from the Company for any reason for a period of two (2) years from the date of such separation (the “Restriction Period”), Grantee agrees not to engage or participate, directly or indirectly, including but not limited to as an employee, consultant, advisor, contractor, partner, owner or otherwise, in a competing business, which is one that provides the same or substantially similar products or services as the Business with which Grantee was involved. “Business” is defined as product development, marketing, sales and servicing of life insurance, health insurance and annuity products through captive agents, independent agents and direct response marketing channels. Life insurance includes individual life or group life, with or without return-of-premium benefit. Health insurance includes accidental death or supplemental health insurance products, with or without return-of premium benefits, including cancer, critical illness, hospital indemnity, or Medicare supplement. Annuity includes deferred annuities or single premium immediate annuities. (All of the
    2

foregoing are referred to collectively as the “Business”). Grantee further agrees that he will not serve as a Board member for any company that provides the same or similar products or services as the Business. Grantee also agrees and understands that this noncompetition agreement extends to competition in any state in which Grantee worked or directed work for the Company (referred to as the “Restricted Area”).

Grantee acknowledges that the Restricted Area, scope of prohibited activities, and the Restriction Period are reasonable and are no broader than are necessary to protect Company’s legitimate business interests. Grantee also acknowledges that the Company would not be providing the benefits set forth in this Agreement but for Grantee’s covenants and promises contained in this Section. Grantee further agrees that during the non-competition term, Grantee shall immediately notify the Company in writing of any employment, work, or business he undertakes with or on behalf of any person (including himself) or entity other than the Company and acknowledges and agrees that the Company may place Grantee’s future employer on notice of the Grantee’s post-employment obligations.

Grantee further expressly agrees and understands that the Company has disclosed confidential, proprietary and/or trade secret information to Grantee. Grantee agrees that he will not utilize nor disclose to any third party any of the Company’s confidential, proprietary or trade secret information at any time in the future. In consideration of the Company disclosing such information to Grantee and/or for the consideration provided to Grantee by the Company in this Agreement, which Grantee acknowledges is sufficient and reasonable consideration, Grantee has agreed to the non-competition provisions set forth herein. In addition, due to the type of information to which Grantee has been given access, there are some types of future employment in which Grantee would inevitably use and disclose confidential and proprietary information in violation of Grantee’s promises. Therefore, Grantee acknowledges as part of this agreement the potential for such unauthorized inevitable disclosure and agrees that the non-competition provisions set forth herein are necessary and reasonable.
Notwithstanding any other provision of this Agreement, nothing herein shall prohibit Grantee from reporting possible violations of federal law or regulation to any governmental agency or entity or making other disclosures that are protected pursuant to federal law or regulation. Prior authorization from the Company is not required in order to make any such reports or disclosures and Grantee is not required to notify the Company that such reports or disclosures have been made.

IMMUNITY NOTICE. Pursuant to the Defend Trade Secrets Act of 2016, Grantee may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and solely for the purpose of reporting or investigating a suspected violation of the law; or is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Should any provision in this Agreement conflict with this provision, this provision shall control.

Grantee also agrees that during the Restriction Period he will not solicit the clients or customers of the Company in order to request or advise such clients or customers to end, change or curtail their business relationship with the Company. In addition, Grantee agrees that during the Restriction Period he will not solicit any employee of the Company in order to request or advise any such employee to end, change or curtail their employment relationship with the Company.

If for any reason any court of competent jurisdiction finds any provision of this Section to be unreasonable in duration or scope or otherwise, Company and Grantee agree that the Court shall reform the restrictions and prohibitions contained in this Section so that they shall be effective to the fullest extent allowed under applicable law. Each covenant set forth in this Section shall survive the termination of this Agreement and Grantee’s employment for any reason and shall be construed as an agreement independent of any other provision of this Agreement.

Grantee acknowledges and agrees that the covenants, obligations and agreements of Grantee contained in this Section concern special, unique and extraordinary matters and that a violation of any of the terms of these covenants, obligations or agreements will cause Company irreparable injury for which adequate remedies at law are not available. Therefore, Grantee agrees that Company will be entitled to an injunction, restraining order, or any other equitable relief (without the requirement to post bond) as a court of competent jurisdiction may deem necessary or appropriate to restrain Grantee from committing any violation of the covenants, obligations or agreements referred to in this Agreement. These injunctive remedies are cumulative and in addition to any other rights and remedies Company may have against Grantee.

In addition, Grantee agrees that if the terms of this Section are violated or if the terms of this Section are determined to be unenforceable by any court of competent jurisdiction, Grantee shall forfeit and not be entitled to receive the RSUs granted herein. If Grantee has already received the RSUs, Grantee agrees to repay the Company the value of the RSUs on the date it was received by Grantee upon five (5) days written notice.

    3

8.Limitation of Rights. The RSUs do not confer to Grantee or Grantee’s beneficiary, executors or administrators any voting rights, rights to receive dividends or any other rights of a shareholder of the Company unless and until shares of Stock are in fact issued to such person in connection with the units. Nothing in this Certificate shall interfere with or limit in any way the right of the Company or any Affiliate to terminate Grantee’s employment at any time, nor confer upon Grantee any right to continue in employment of the Company or any Affiliate.

9.No Entitlement to Future Awards. The grant of the RSUs does not entitle Grantee to the grant of any additional units or other awards under the Plan in the future. Future grants, if any, will be at the sole discretion of the Company, including, but not limited to, the timing of any grant, the number of units, and vesting provisions.

10.Payment of Taxes. The Company or any Affiliate employing Grantee has the authority and the right to deduct or withhold, or require Grantee to remit to the employer, an amount sufficient to satisfy federal, state, and local taxes (including Grantee’s FICA obligation) required by law to be withheld with respect to any taxable event arising as a result of the vesting or settlement of the RSUs. With respect to withholding required upon any taxable event arising as a result of the Award, the employer may satisfy the tax withholding requirement by withholding shares of Stock having a Fair Market Value, as of the date that the amount of tax to be withheld is to be determined, as nearly equal as possible to (but no more than) the total minimum statutory tax required to be withheld. The obligations of the Company under this Agreement will be conditional on such payment or arrangements, and the Company, and, where applicable, its Affiliates will, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to Grantee.

11.Recoupment. RSUs awarded hereunder are subject to the Globe Life Inc. Clawback Policy as it may be amended or revised (the “Clawback Policy”). Any RSUs awarded hereunder may be cancelled or forfeited and any shares of Stock issued hereunder shall be subject to forfeiture and recoupment by the Company based on a later determination that recoupment is required under the Clawback Policy. Any such determination by the Committee (in its sole discretion) shall be deemed a failure by the Participant to meet conditions precedent to payment of the Award and render the payment subject to recoupment.

12.Amendment. Subject to the terms of the Plan, the Committee may amend, modify or terminate this Certificate without approval of Grantee; provided, however, that such amendment, modification or termination shall not, without Grantee’s consent, reduce or diminish the value of this award determined as if it had been fully vested (i.e., as if all restrictions on the RSUs hereunder had expired) on the date of such amendment or termination. Notwithstanding the foregoing, Grantee hereby expressly agrees to any amendment to the Plan and this Agreement to the extent necessary to comply with applicable law or changes to applicable law (including, but not limited to, Code Section 409A) and related regulations or other guidance and federal securities laws.

13.Plan Controls. The terms contained in the Plan shall be and are hereby incorporated into and made a part of this Certificate and this Certificate shall be governed by and construed in accordance with the Plan. Without limiting the foregoing, the terms and conditions of the RSUs, including the number of shares and the class or series of capital stock which may be delivered upon settlement of the RSUs, are subject to adjustment as provided in Article 15 of the Plan. In the event of any actual or alleged conflict between the provisions of the Plan and the provisions of this Certificate, the provisions of the Plan shall be controlling and determinative. Any conflict between this Certificate and the terms of a written employment with Grantee that has been approved, ratified or confirmed by the Committee shall be decided in favor of the provisions of such employment agreement.

14.Governing Law/Venue. Except as noted below, this Certificate shall be construed in accordance with and governed by the laws of the State of Delaware, United States of America, regardless of the law that might be applied under principles of conflict of laws. However, the terms and provisions set forth in Section 6 shall be governed by the laws of the State of Texas. In addition, Grantee and the Company agree that any disputes or claims concerning or relating to the terms and provisions of this Agreement (including Section 6) shall be filed in Collin County, State of Texas or the United States District Court for the Eastern District of Texas.

15.Severability. If any one or more of the provisions contained in this Certificate is deemed to be invalid, illegal or unenforceable, the other provisions of this Certificate will be construed and enforced as if the invalid, illegal or unenforceable provision had never been included.

16.Relationship to Other Benefits. The RSUs shall not affect the calculation of benefits under any other compensation plan or program of the Company, except to the extent specially provided in such other plan or program.

17.Notice. Notices and communications hereunder must be in writing and either personally delivered or sent by registered or certified United States mail, return receipt requested, postage prepaid. Notices to the Company must be addressed to Globe Life Inc., 3700 South Stonebridge Drive, McKinney, Texas 75070, Attn: Corporate Secretary, or any other address designated by the Company in a written notice to Grantee. Notices to Grantee will be directed to the address of Grantee then currently on file with the Company, or at any other address given by Grantee in a written notice to the Company.
    4


18.Section 409A. The RSUs awarded hereunder are intended to be exempt from Code Section 409A as a short-term deferral. In the event the RSUs are determined not to be exempt, it is intended to comply with Code Section 409A and any ambiguous provision will be construed in a manner that is compliant with or exempt from the application of Section 409A. Any reference to Grantee’s termination of employment shall mean a cessation of the employment relationship between the Grantee and the Company which constitutes a “separation from service” as determined in accordance with Code Section 409A and related regulations. Notwithstanding any provision to the contrary in this Certificate, if the Grantee is deemed on the date of termination to be a “specified employee” within the meaning of that term under Section 409A(a)(2)(B) of the Code, then the payments under this Certificate that are subject to Section 409A and paid by reason of a termination of employment shall be made or provided on the later of (a) the payment date set forth in this Certificate, or (b) the date that is the earliest of (i) the expiration of the six‑month period measured from the date of Grantee’s termination of employment or (ii) the date of the Grantee’s death, if applicable (the “Delay Period”). Payments subject to the Delay Period shall be paid to the Grantee without interest for such delay in payment.

    5
EX-10.58 8 gli202310-kexhibit1058xq4.htm EX-10.58 Document


Globe Life Inc.

PERFORMANCE SHARE AWARD CERTIFICATE

Non-transferable

G R A N T T O



(“Grantee”)

by Globe Life Inc. (the “Company”) of Performance Shares (the “Performance Shares”) representing the right to earn, on a one-for-one basis, shares of the Company’s Common Stock, $1.00 par value (“Stock”), pursuant to and subject to the provisions of the Globe Life Inc. 2018 Incentive Plan, formerly the Torchmark Corporation 2018 Incentive Plan, (the “Plan”) and to the terms and conditions set forth on the following pages of this award certificate (this “Certificate”).

The target number of Performance Shares subject to this award is ______ (the “Target Award”). Depending on the Company’s level of attainment of specified targets for book value per diluted shares outstanding and net operating income as a return on equity for fiscal years ______, ______, and ______. Grantee may earn 0% to 200% of the Target Award, in accordance with the matrices attached hereto as Exhibit A and the terms of this Certificate.

By accepting this Award, Grantee shall be deemed to have agreed to the terms and conditions of this Certificate and the Plan.

IN WITNESS WHEREOF, Globe Life Inc., acting by and through its duly authorized officers, has caused this Certificate to be executed.

GLOBE LIFE INC.


By: ____________________________________________

Its: Authorized Officer
Grant Date: _____________, _____


Accepted by Grantee: __________________________





TERMS AND CONDITIONS
1.Defined Terms. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Plan. In addition, for purposes of this Certificate:

    (i) “Confirmation Date” the date of the Committee’s certification of achievement of the Performance Objectives and determination of the Performance Multiplier following the end of the Performance Period.

    (ii) “Early Retirement” means resignation or termination of employment without Cause from the Company at or after age 60 and before age 65.

    (iii) “Normal Retirement” means resignation or termination of employment without Cause from the Company at or after age 65.

    (iv) “Performance Multiplier” means the percentage, from 0% to 200%, that will be applied to the Target Award to determine the number of Performance Shares that will convert to shares of Stock on the Confirmation Date, as more fully described in Exhibit A hereto.

    (v) “Performance Objectives” are the performance objectives relating to Book Value per Diluted Shares Outstanding and Net Operating Income as a Return on Equity set forth on Exhibit A that must be achieved in order for Performance Shares to be earned by Grantee pursuant to this Award.

    (vi) “Performance Period” means the three-year period commencing on January 1, ____ and ending on December 31, ____.

    (vii) “Prorated Target Award” means, in the case of Grantee’s Early Retirement prior to the Vesting Date, a specified percentage of the Target Award, as follows:

Age at Early Retirement Prorated Target Award
60 10% of Target Award
61
20% of Target Award
62
40% of Target Award
63
60% of Target Award
64
80% of Target Award

    (viii) “Vesting Date” is defined in Section 2 of this Agreement.
    
2.Earning and Vesting of Performance Shares. The Performance Shares are being awarded to the Grantee in return for Grantee’s promises contained herein including the terms and provisions of Section 6. The Performance Shares represent the right to earn up to 200% of the Target Award (or up to the Prorated Target Award, in the event of Grantee’s Early Retirement prior to the Vesting Date or up to the full Target Award, in the event of Grantee’s Normal Retirement prior to the Vesting Date), based on (i) the Company’s attainment of the Performance Objectives and (ii) the application of the Performance Multiplier to the Target Award in accordance with Exhibit A. Notwithstanding the foregoing, in the event of Grantee’s death or Disability during the Performance Period, Grantee shall be deemed to have earned 100% of the Target Award upon such event (without application of any Performance Multiplier). In addition, notwithstanding the foregoing or anything in the Plan to the contrary, upon a Change in Control of the Company in which the Performance Shares are not assumed by the Surviving Entity or otherwise equitably converted or substituted in connection with the Change in Control in a manner approved by the Committee or the Board, Grantee shall be deemed to have earned 100% of the Target Award upon such event (without application of any Performance Multiplier), and there shall be a prorata payout to Grantee within thirty (30) days following the Change in Control, based upon the length of time within the Performance Period that has elapsed prior to the Change in Control. Further, upon a Change in Control of the Company in which the Performance Shares are assumed by the Surviving Entity or otherwise equitably converted or substituted in connection with the Change in Control, if within two years after the effective date of the Change in Control, Grantee’s employment is terminated without Cause or Grantee resigns for Good Reason, Grantee shall be deemed to have earned 100% of the Target Award as of the date of termination (without application of any Performance Multiplier), and there shall be a prorata payout to Grantee within thirty (30) days following the date of termination, based upon the length of time within the Performance Period that has elapsed prior to the date of termination.
Any earned Performance Shares will vest and become non-forfeitable on the earliest to occur of the following (the “Vesting Date”):

    (a)    the Confirmation Date, provided either (i) Grantee has continued in the employment of the Company or its Affiliates through such date or (ii) Grantee’s employment with the Company has terminated due to Grantee’s Normal Retirement or Early Retirement, or
    (b)    the termination of Grantee’s employment due to death or Disability, or
    (c)    a Change in Control of the Company.

In the event Grantee’s employment terminates for any reason other than as described above at any time prior to the applicable Vesting Date, all of Grantee’s Performance Shares will immediately be forfeited to the Company without further consideration or any act or action by Grantee.



3.Termination with Cause. If Grantee’s employment with the Company, any Subsidiary and/or any Affiliate is terminated for Cause or the Committee determines that the Grantee has engaged in conduct that would be grounds for termination with Cause, the Performance Shares shall be immediately forfeited and any shares of Stock issued hereunder shall be subject to recoupment by the Company based upon a determination by the Committee that recoupment is necessary to recover the economic loss associated with the termination with Cause. Any such determination shall be made by the Committee in its sole and absolute discretion.

4.Settlement in Stock. Any earned and vested Performance Shares will be settled by the Company by issuing shares of Stock (one share per vested Performance Share) within thirty (30) days following the Vesting Date by book-entry registration or by issuance of shares in Grantee’s name. Any Performance Shares that fail to vest in accordance with the terms of this Certificate will be forfeited and reconveyed to the Company without further consideration or any act or action by Grantee.

5.Restrictions on Transfer and Pledge. No right or interest of Grantee in the Performance Shares may be pledged, encumbered, or hypothecated or be made subject to any lien, obligation, or liability of Grantee to any other party other than the Company or an Affiliate. The Performance Shares may not be sold, assigned, transferred or otherwise disposed of by Grantee other than by will or the laws of descent and distribution.

6.Restrictions on Issuance of Stock. If at any time the Committee shall determine, in its discretion, that registration, listing or qualification of the Stock underlying the Performance Shares upon any securities exchange or similar self-regulatory organization or under any foreign, federal, or local law or practice, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition to the settlement of the Performance Shares, stock units will not be converted to Stock in whole or in part unless and until such registration, listing, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Committee.

7.Noncompetition/Confidentiality/Nonsolicitation. Upon Grantee’s separation from employment from the Company for any reason for a period of two (2) years from the date of such separation or in the event of termination due to Early Retirement or Normal Retirement, during the remaining vesting period prior to the Confirmation Date, whichever is longer (the “Restriction Period”), Grantee agrees not to engage or participate, directly or indirectly, including but not limited to as an employee, consultant, advisor, contractor, partner, owner or otherwise, in a competing business, which is one that provides the same or substantially similar products or services as the Business with which Grantee was involved. “Business” is defined as product development, marketing, sales and servicing of life insurance, health insurance and annuity products through captive agents, independent agents and direct response marketing channels. Life insurance includes individual life or group life, with or without return-of-premium benefit. Health insurance includes accidental death or
supplemental health insurance products, with or without return-of premium benefits, including cancer, critical illness, hospital indemnity, Medicare supplement. Annuity includes deferred annuities or single premium immediate annuities. (All of the foregoing are referred to collectively as the “Business”). Grantee further agrees that he will not serve as a Board member for any company that provides the same or similar products or services as the Business. Grantee also agrees and understands that this noncompetition agreement extends to competition in any state in which Grantee worked or directed work for the Company (referred to as the “Restricted Area”).

Grantee acknowledges that the Restricted Area, scope of prohibited activities, and the Restriction Period are reasonable and are no broader than are necessary to protect Company’s legitimate business interests. Grantee also acknowledges that the Company would not be providing the benefits set forth in this Agreement but for Grantee’s covenants and promises contained in this Section. Grantee further agrees that during the non-competition term, Grantee shall immediately notify the Company in writing of any employment, work, or business he undertakes with or on behalf of any person (including himself) or entity other than the Company and acknowledges and agrees that the Company may place Grantee’s future employer on notice of the Grantee’s post-employment obligations.

Grantee further expressly agrees and understands that the Company has disclosed confidential, proprietary and/or trade secret information to Grantee. Grantee agrees that he will not utilize nor disclose to any third party any of the Company’s confidential, proprietary or trade secret information at any time in the future. In consideration of the Company disclosing such information to Grantee and/or for the consideration provided to Grantee by the Company in this Agreement, which Grantee acknowledges is sufficient and reasonable consideration, Grantee has agreed to the non-competition provisions set forth herein. In addition, due to the type of information to which Grantee has been given access, there are some types of future employment in which Grantee would inevitably use and disclose confidential and proprietary information in violation of Grantee’s promises. Therefore, Grantee acknowledges as part of this agreement the potential for such unauthorized inevitable disclosure and agrees that the non-competition provisions set forth herein are necessary and reasonable.

Notwithstanding any other provision of this Agreement, nothing herein shall prohibit Grantee from reporting possible violations of federal law or regulation to any governmental agency or entity or making other disclosures that are protected pursuant to federal law or regulation. Prior authorization from the Company is not required in order to make any such reports or disclosures and Grantee is not required to notify the Company that such reports or disclosures have been made.

IMMUNITY NOTICE. Pursuant to the Defend Trade Secrets Act of 2016, Grantee may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and solely for the purpose of reporting or investigating a suspected violation of the law; or is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.



Should any provision in this Agreement conflict with this provision, this provision shall control.

Grantee also agrees that during the Restriction Period he will not solicit the clients or customers of the Company in order to request or advise such clients or customers to end, change or curtail their business relationship with the Company. In addition, Grantee agrees that during the Restriction Period he will not solicit any employee of the Company in order to request or advise any such employee to end, change or curtail their employment relationship with the Company.

If for any reason any court of competent jurisdiction finds any provision of this Section to be unreasonable in duration or scope or otherwise, Company and Grantee agree that the court shall reform the restrictions and prohibitions contained in this Section so that they shall be effective to the fullest extent allowed under applicable law. Each covenant set forth in this Section shall survive the termination of this Agreement and Grantee’s employment for any reason and shall be construed as an agreement independent of any other provision of this Agreement.

Grantee acknowledges and agrees that the covenants, obligations and agreements of Grantee contained in this Section concern special, unique and extraordinary matters and that a violation of any of the terms of these covenants, obligations or agreements will cause Company irreparable injury for which adequate remedies at law are not available. Therefore, Grantee agrees that Company will be entitled to an injunction, restraining order, or any other equitable relief (without the requirement to post bond) as a court of competent jurisdiction may deem necessary or appropriate to restrain Grantee from committing any violation of the covenants, obligations or agreements referred to in this Agreement. These injunctive remedies are cumulative and in addition to any other rights and remedies Company may have against Grantee.

In addition, Grantee agrees that if the terms of this Section are violated or if the terms of this Section are determined to be unenforceable by any court of competent jurisdiction, Grantee shall forfeit and not be entitled to receive the Performance Shares granted herein. If Grantee has already received the Performance Shares, Grantee agrees to repay the Company the value of the Performance Shares on the date it was received by Grantee upon five (5) days written notice.

8.Limitation of Rights. The Performance Shares do not confer to Grantee or Grantee’s beneficiary, executors or administrators any voting rights, rights to receive dividends or any other rights of a shareholder of the Company unless and until shares of Stock are in fact issued to such person in connection with the units. Nothing in this Certificate shall interfere with or limit in any way the right of the Company or any Affiliate to terminate Grantee’s employment at any time, nor confer upon Grantee any right to continue in employment of the Company or any Affiliate.

9.No Entitlement to Future Awards. The grant of the Performance Shares does not entitle Grantee to the grant of any additional units or other awards under the Plan in the future. Future grants, if any, will be at the sole discretion of the Company, including, but not limited to, the timing of any grant, the number of units, and vesting provisions.

10.Payment of Taxes. The Company or any Affiliate employing Grantee has the authority and the right to deduct or withhold, or require Grantee to remit to the employer, an amount sufficient to satisfy federal, state, and local taxes (including Grantee’s FICA obligation) required by law to be withheld with respect to any taxable event arising as a result of the vesting or settlement of the Performance Shares. With respect to withholding required upon any taxable event arising as a result of the Performance Awards, the employer may satisfy the tax withholding requirement by withholding shares of Stock having a Fair Market Value, as of the date that the amount of tax to be withheld is to be determined, as nearly equal as possible to (but no more than) the total minimum statutory tax required to be withheld. The obligations of the Company under this Agreement will be conditional on such payment or arrangements, and the Company, and, where applicable, its Affiliates will, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to Grantee.

11.Recoupment. Performance Shares awarded hereunder are subject to the Globe Life Inc. Clawback Policy as it may be amended or revised (the “Clawback Policy”). Any Performance Shares awarded hereunder or any shares of Stock issued hereunder shall be subject to forfeiture and recoupment by the Company based on a later determination that recoupment is required under the Clawback Policy. Any such determination by the Committee (in its sole discretion) shall be deemed a failure by Participant to meet conditions precedent to payment of the Award and render the payment subject to recoupment.

12.Amendment. Subject to the terms of the Plan, the Committee may amend, modify or terminate this Certificate without approval of Grantee; provided, however, that such amendment, modification or termination shall not, without Grantee’s consent, reduce or diminish the value of this award determined as if it had been fully vested and subject to application of the Performance Multiplier (i.e., as if all restrictions on the Performance Shares hereunder had expired) on the date of such amendment or termination. Notwithstanding the foregoing, Grantee hereby expressly agrees to any amendment to the Plan and this Agreement to the extent necessary to comply with applicable law or changes to applicable law (including, but not limited to, Code Section 409A) and related regulations or other guidance and federal securities laws.

13.Plan Controls. The terms contained in the Plan shall be and are hereby incorporated into and made a part of this Certificate and this Certificate shall be governed by and construed in accordance with the Plan. Without limiting the foregoing, the terms and conditions of the Performance Shares, including the number of shares and the class or series of capital stock which may be delivered upon settlement of the Performance Shares, are subject to adjustment as provided in Article 15 of the Plan. In the event of any actual or alleged conflict between the provisions of the Plan and the provisions of this Certificate, the provisions of the Plan shall be controlling and determinative. Any conflict between this Certificate and the terms of a written employment with Grantee that has been approved, ratified or confirmed by the Committee shall be decided in favor of the provisions of such employment agreement.




14.Governing Law/Venue. Except as noted below, this Certificate shall be construed in accordance with and governed by the laws of the State of Delaware, United States of America, regardless of the law that might be applied under principles of conflict of laws. However, the terms and provisions set forth in Section 7 shall be governed by the laws of the State of Texas. In addition, Grantee and the Company agree that any disputes or claims concerning or relating to the terms and provisions of this Agreement (including Section 6) shall be filed in Collin County, State of Texas or the United States District Court for the Eastern District of Texas.

15.Severability. If any one or more of the provisions contained in this Certificate is deemed to be invalid, illegal or unenforceable, the other provisions of this Certificate will be construed and enforced as if the invalid, illegal or unenforceable provision had never been included.

16.Relationship to Other Benefits. The Performance Shares shall not affect the calculation of benefits under any other compensation plan or program of the Company, except to the extent specially provided in such other plan or program.

17.Notice. Notices and communications hereunder must be in writing and either personally delivered or sent by registered or certified United States mail, return receipt requested, postage prepaid. Notices to the Company must be addressed to Globe Life Inc., 3700 South Stonebridge Drive, McKinney, Texas 75070, Attn: Corporate Secretary, or any other address designated by the Company in a written notice to Grantee. Notices to Grantee will be directed to the address of Grantee then currently on file with the Company, or at any other address given by Grantee in a written notice to the Company.

18.Section 409A. The Performance Shares awarded hereunder are intended to be exempt from Code Section 409A as a short-term deferral. In the event the Performance Shares are determined not to be exempt, it is intended to comply with Code Section 409A and any ambiguous provision will be construed in a manner that is compliant with or exempt from the application of Section 409A. Any reference to Grantee’s termination of employment shall mean a cessation of the employment relationship between the Grantee and the Company which constitutes a “separation from service” as determined in accordance with Code Section 409A and related regulations. Notwithstanding any provision to the contrary in this Certificate, if the Grantee is deemed on the date of termination to be a “specified employee” within the meaning of that term under Section 409A(a)(2)(B) of the Code, then the payments under this Certificate that are subject to Section 409A and paid by reason of a termination of
employment shall be made or provided on the later of (a) the payment date set forth in this Certificate, or (b) the date that is the earliest of (i) the expiration of the six‑month period measured from the date of Grantee’s termination of employment or (ii) the date of the Grantee’s death, if applicable (the “Delay Period”). Payments subject to the Delay Period shall be paid to the Grantee without interest for such delay in payment.

EXHIBIT A

The Performance Shares will be earned, in whole or in part, based on the Company’s achievement of Performance Objectives relating to Book Value per Diluted Shares Outstanding and Net Operating Income as a Return on Equity (each as defined below). Determination of all Performance Measures will be based on existing Federal corporate tax rates as of the commencement of the Performance Period and excludes any impact from the Corporate Alternative Minimum Tax.

Performance Goals / Percent Earned Actual Performance Performance Multiplier Earned1 Weighted Performance Multiplier Earned2
Performance Measure
 Weighting
Threshold
50%
Target
100%
Maximum
200%
Book Value per Diluted Shares Outstanding 3
 50%
$
$
$
Net Operating Income as a Return on Equity 4
 50%
%
%
%
Performance Multiplier 5

1     Performance below the Threshold level results in 0% earned. All other percentages earned are determined by pro-ration between the appropriate Performance Goals.
2     Performance Multiplier for the Performance Measure multiplied by the Weighting assigned to that Performance Measure.
3     “Book Value per Diluted Shares Outstanding” means the book value per diluted shares outstanding as of the end of the Performance Period. The numerator will equal ending Shareholder’s Equity plus accumulated common shareholders’ dividends paid from ______ to ______. Shareholders’ Equity shall exclude the effect of Accumulated Other Comprehensive Income and any changes in Federal corporate tax rates, including any impact from the Corporate Alternative Minimum Tax. Diluted Shares Outstanding is the diluted shares outstanding as of December 31, ______.
4     “Net Operating Income as a Return on Equity” (NOI ROE) means average return on equity earned for the three-year Performance Period (calculated to two decimal places) using “Net Operating Income” per the Company's Operating Summary, excluding any impact from the Corporate Alternative Minimum Tax. Average Shareholder’s Equity in the denominator shall exclude the effect of Accumulated Other Comprehensive Income and any changes in Federal corporate tax rates, including any impact from the Corporate Alternative Minimum Tax. The average diluted shares outstanding is the weighted average of common and diluted shares outstanding over the course of the respective fiscal year. Thus, if the NOI ROE earned for ______, ______ and ______ were 14%, 15% and 16% respectively, average NOI ROE would be 15%.
5     Total of the Weighted Performance Multiplier Earned.

EX-21 9 a10-kexhibit21q42023.htm EX-21 Document
Exhibit 21
Subsidiaries of the Registrant: The following table lists subsidiaries of the registrant which meet the definition of “significant subsidiary” according to Regulation S-X:
Name Under Which Company Does Business State of
Incorporation		 Distribution Channel (Division)
Globe Life And Accident
Insurance Company		 Nebraska Direct to Consumer
American Income Life
Insurance Company		 Indiana American Income Life Division
Liberty National Life
Insurance Company		 Nebraska Liberty National Division

While United American Insurance Company (Nebraska) and Family Heritage Insurance Company (Ohio) do not qualify as a significant subsidiaries in accordance with Regulation S-X, management views these subsidiaries as significant to our operations.
 
All other exhibits required by Regulation S-K are listed as to location in the “Index of documents filed as a part of this report” in this report. Exhibits not referred to have been omitted as inapplicable or not required.


EX-23 10 a10-kexhibit23q42023.htm EX-23 Document

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in Registration Statement Nos. 333-227501, 333-256848 on Form S-3 and Registration Statement Nos. 2-76378, 333-175185, 333-195314, 333-208999, 333-225417, 333-225992, 333-273422 on Form S-8 of our reports dated February 28, 2024, relating to the financial statements of Globe Life Inc. and subsidiaries and the effectiveness of Globe Life Inc. and subsidiaries’ internal control over financial reporting appearing in this Annual Report on Form 10-K of Globe Life Inc. for the year ended December 31, 2023.


/s/ Deloitte & Touche LLP

Dallas, Texas
February 28, 2024
    


EX-24 11 a10-kexhibit24q42023.htm EX-24 Document
Exhibit 24
    
POWER OF ATTORNEY



KNOW ALL MEN BY THESE PRESENTS:

That the undersigned Director of Globe Life Inc. does hereby constitute and appoint Thomas P. Kalmbach, R. Brian Mitchell and Chris T. Moore, and each of them severally, her lawful attorneys and agents, for her and in her name and in the capacity indicated below, with full power and authority to do any and all acts and things and to execute any and all instruments which said attorneys and agents determine may be necessary, advisable, or required to enable the said Corporation to comply with the Securities Exchange Act of 1934, as amended, and any rules, regulations, or requirements of the Securities and Exchange Commission in connection with the Form 10‑K for the fiscal year ended December 31, 2023. Without limiting the generality of the foregoing, the powers granted include the power and authority to execute and file the Form 10-K, any and all amendments to the Form 10‑K and any and all instruments or documents submitted as a part of or in conjunction with the Form 10‑K. The undersigned hereby ratifies and confirms her signature as it may be signed by said attorneys and all that said attorneys and agents shall do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of the date indicated below her name.

/s/ Linda L. Addison             
Linda L. Addison, Director

Date:     February 28, 2024        



Exhibit 24

POWER OF ATTORNEY



KNOW ALL MEN BY THESE PRESENTS:

That the undersigned Director of Globe Life Inc. does hereby constitute and appoint Thomas P. Kalmbach, R. Brian Mitchell and Chris T. Moore, and each of them severally, her lawful attorneys and agents, for her and in her name and in the capacity indicated below, with full power and authority to do any and all acts and things and to execute any and all instruments which said attorneys and agents determine may be necessary, advisable, or required to enable the said Corporation to comply with the Securities Exchange Act of 1934, as amended, and any rules, regulations, or requirements of the Securities and Exchange Commission in connection with the Form 10‑K for the fiscal year ended December 31, 2023. Without limiting the generality of the foregoing, the powers granted include the power and authority to execute and file the Form 10-K, any and all amendments to the Form 10‑K and any and all instruments or documents submitted as a part of or in conjunction with the Form 10‑K. The undersigned hereby ratifies and confirms her signature as it may be signed by said attorneys and all that said attorneys and agents shall do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of the date indicated below her name.

/s/ Marilyn A. Alexander            
Marilyn A. Alexander, Director

Date:     February 28, 2024        





Exhibit 24

    POWER OF ATTORNEY



KNOW ALL MEN BY THESE PRESENTS:

That the undersigned Director of Globe Life Inc. does hereby constitute and appoint Thomas P. Kalmbach, R. Brian Mitchell and Chris T. Moore, and each of them severally, her lawful attorneys and agents, for her and in her name and in the capacity indicated below, with full power and authority to do any and all acts and things and to execute any and all instruments which said attorneys and agents determine may be necessary, advisable, or required to enable the said Corporation to comply with the Securities Exchange Act of 1934, as amended, and any rules, regulations, or requirements of the Securities and Exchange Commission in connection with the Form 10‑K for the fiscal year ended December 31, 2023. Without limiting the generality of the foregoing, the powers granted include the power and authority to execute and file the Form 10-K, any and all amendments to the Form 10‑K and any and all instruments or documents submitted as a part of or in conjunction with the Form 10‑K. The undersigned hereby ratifies and confirms her signature as it may be signed by said attorneys and all that said attorneys and agents shall do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of the date indicated below her name.
                        
/s/ Cheryl D. Alston            
Cheryl D. Alston, Director

Date:     February 28, 2024        



Exhibit 24

    POWER OF ATTORNEY



KNOW ALL MEN BY THESE PRESENTS:

That the undersigned Director of Globe Life Inc. does hereby constitute and appoint Thomas P. Kalmbach, R. Brian Mitchell and Chris T. Moore, and each of them severally, his lawful attorneys and agents, for him and in his name and in the capacity indicated below, with full power and authority to do any and all acts and things and to execute any and all instruments which said attorneys and agents determine may be necessary, advisable, or required to enable the said Corporation to comply with the Securities Exchange Act of 1934, as amended, and any rules, regulations, or requirements of the Securities and Exchange Commission in connection with the Form 10‑K for the fiscal year ended December 31, 2023. Without limiting the generality of the foregoing, the powers granted include the power and authority to execute and file the Form 10-K, any and all amendments to the Form 10‑K and any and all instruments or documents submitted as a part of or in conjunction with the Form 10‑K. The undersigned hereby ratifies and confirms his signature as it may be signed by said attorneys and all that said attorneys and agents shall do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of the date indicated below his name.
                        
/s/ Mark A. Blinn            
Mark A. Blinn, Director

Date:     February 28, 2024        


Exhibit 24

    POWER OF ATTORNEY



KNOW ALL MEN BY THESE PRESENTS:

That the undersigned Director of Globe Life Inc. does hereby constitute and appoint Thomas P. Kalmbach, R. Brian Mitchell and Chris T. Moore, and each of them severally, his lawful attorneys and agents, for him and in his name and in the capacity indicated below, with full power and authority to do any and all acts and things and to execute any and all instruments which said attorneys and agents determine may be necessary, advisable, or required to enable the said Corporation to comply with the Securities Exchange Act of 1934, as amended, and any rules, regulations, or requirements of the Securities and Exchange Commission in connection with the Form 10‑K for the fiscal year ended December 31, 2023. Without limiting the generality of the foregoing, the powers granted include the power and authority to execute and file the Form 10-K, any and all amendments to the Form 10‑K and any and all instruments or documents submitted as a part of or in conjunction with the Form 10‑K. The undersigned hereby ratifies and confirms his signature as it may be signed by said attorneys and all that said attorneys and agents shall do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of the date indicated below his name.
                        
/s/ James P. Brannen            
James P. Brannen, Director

Date:     February 28, 2024        


Exhibit 24

POWER OF ATTORNEY



KNOW ALL MEN BY THESE PRESENTS:

That the undersigned Director of Globe Life Inc. does hereby constitute and appoint Thomas P. Kalmbach, R. Brian Mitchell and Chris T. Moore, and each of them severally, her lawful attorneys and agents, for her and in her name and in the capacity indicated below, with full power and authority to do any and all acts and things and to execute any and all instruments which said attorneys and agents determine may be necessary, advisable, or required to enable the said Corporation to comply with the Securities Exchange Act of 1934, as amended, and any rules, regulations, or requirements of the Securities and Exchange Commission in connection with the Form 10‑K for the fiscal year ended December 31, 2023. Without limiting the generality of the foregoing, the powers granted include the power and authority to execute and file the Form 10-K, any and all amendments to the Form 10‑K and any and all instruments or documents submitted as a part of or in conjunction with the Form 10‑K. The undersigned hereby ratifies and confirms her signature as it may be signed by said attorneys and all that said attorneys and agents shall do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of the date indicated below her name.
                        
/s/ Jane Buchan             
Jane Buchan, Director

Date:     February 28, 2024        


Exhibit 24

    POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS:

That the undersigned Officer and Director of Globe Life Inc. does hereby constitute and appoint Thomas P. Kalmbach, R. Brian Mitchell and Chris T. Moore, and each of them severally, her lawful attorneys and agents, for her and in her name and in the capacity indicated below, with full power and authority to do any and all acts and things and to execute any and all instruments which said attorneys and agents determine may be necessary, advisable, or required to enable the said Corporation to comply with the Securities Exchange Act of 1934, as amended, and any rules, regulations, or requirements of the Securities and Exchange Commission in connection with the Form 10‑K for the fiscal year ended December 31, 2023. Without limiting the generality of the foregoing, the powers granted include the power and authority to execute and file the Form 10-K, any and all amendments to the Form 10‑K and any and all instruments or documents submitted as a part of or in conjunction with the Form 10‑K. The undersigned hereby ratifies and confirms her signature as it may be signed by said attorneys and all that said attorneys and agents shall do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of the date indicated below her name.
                        
/s/ Alice S. Cho         
Alice S. Cho, Director

Date:     February 28, 2024        







Exhibit 24

POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS:

That the undersigned Officer and Director of Globe Life Inc. does hereby constitute and appoint Thomas P. Kalmbach, R. Brian Mitchell and Chris T. Moore, and each of them severally, his lawful attorneys and agents, for him and in his name and in the capacity indicated below, with full power and authority to do any and all acts and things and to execute any and all instruments which said attorneys and agents determine may be necessary, advisable, or required to enable the said Corporation to comply with the Securities Exchange Act of 1934, as amended, and any rules, regulations, or requirements of the Securities and Exchange Commission in connection with the Form 10‑K for the fiscal year ended December 31, 2023. Without limiting the generality of the foregoing, the powers granted include the power and authority to execute and file the Form 10-K, any and all amendments to the Form 10‑K and any and all instruments or documents submitted as a part of or in conjunction with the Form 10‑K. The undersigned hereby ratifies and confirms his signature as it may be signed by said attorneys and all that said attorneys and agents shall do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of the date indicated below his name.
                        
/s/ J. Matthew Darden            
J. Matthew Darden
Co-Chairman and Chief Executive Officer and Director

Date:     February 28, 2024        



Exhibit 24
    
POWER OF ATTORNEY



KNOW ALL MEN BY THESE PRESENTS:

That the undersigned Director of Globe Life Inc. does hereby constitute and appoint Thomas P. Kalmbach, R. Brian Mitchell and Chris T. Moore, and each of them severally, his lawful attorneys and agents, for him and in his name and in the capacity indicated below, with full power and authority to do any and all acts and things and to execute any and all instruments which said attorneys and agents determine may be necessary, advisable, or required to enable the said Corporation to comply with the Securities Exchange Act of 1934, as amended, and any rules, regulations, or requirements of the Securities and Exchange Commission in connection with the Form 10‑K for the fiscal year ended December 31, 2023. Without limiting the generality of the foregoing, the powers granted include the power and authority to execute and file the Form 10-K, any and all amendments to the Form 10‑K and any and all instruments or documents submitted as a part of or in conjunction with the Form 10‑K. The undersigned hereby ratifies and confirms his signature as it may be signed by said attorneys and all that said attorneys and agents shall do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of the date indicated below his name.
                        
/s/ Steven P. Johnson            
Steven P. Johnson, Director

Date:     February 28, 2024        

Exhibit 24

    POWER OF ATTORNEY



KNOW ALL MEN BY THESE PRESENTS:

That the undersigned Director of Globe Life Inc. does hereby constitute and appoint Thomas P. Kalmbach, R. Brian Mitchell and Chris T. Moore, and each of them severally, his lawful attorneys and agents, for him and in his name and in the capacity indicated below, with full power and authority to do any and all acts and things and to execute any and all instruments which said attorneys and agents determine may be necessary, advisable, or required to enable the said Corporation to comply with the Securities Exchange Act of 1934, as amended, and any rules, regulations, or requirements of the Securities and Exchange Commission in connection with the Form 10‑K for the fiscal year ended December 31, 2023. Without limiting the generality of the foregoing, the powers granted include the power and authority to execute and file the Form 10-K, any and all amendments to the Form 10‑K and any and all instruments or documents submitted as a part of or in conjunction with the Form 10‑K. The undersigned hereby ratifies and confirms his signature as it may be signed by said attorneys and all that said attorneys and agents shall do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of the date indicated below his name.
                        
/s/ David A. Rodriguez _        
David A. Rodriguez, Director

Date:     February 28, 2024        



Exhibit 24

POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS:

That the undersigned Director of Globe Life Inc. does hereby constitute and appoint Thomas P. Kalmbach, R. Brian Mitchell and Chris T. Moore, and each of them severally, his lawful attorneys and agents, for him and in his name and in the capacity indicated below, with full power and authority to do any and all acts and things and to execute any and all instruments which said attorneys and agents determine may be necessary, advisable, or required to enable the said Corporation to comply with the Securities Exchange Act of 1934, as amended, and any rules, regulations, or requirements of the Securities and Exchange Commission in connection with the Form 10‑K for the fiscal year ended December 31, 2023. Without limiting the generality of the foregoing, the powers granted include the power and authority to execute and file the Form 10-K, any and all amendments to the Form 10‑K and any and all instruments or documents submitted as a part of or in conjunction with the Form 10‑K. The undersigned hereby ratifies and confirms his signature as it may be signed by said attorneys and all that said attorneys and agents shall do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of the date indicated below his name.
                        
/s/ Frank M. Svoboda            
Frank M. Svoboda
Co-Chairman and Chief Executive Officer and Director

Date:     February 28, 2024        

Exhibit 24

POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS:

That the undersigned Director of Globe Life Inc. does hereby constitute and appoint Thomas P. Kalmbach, R. Brian Mitchell and Chris T. Moore, and each of them severally, her lawful attorneys and agents, for her and in her name and in the capacity indicated below, with full power and authority to do any and all acts and things and to execute any and all instruments which said attorneys and agents determine may be necessary, advisable, or required to enable the said Corporation to comply with the Securities Exchange Act of 1934, as amended, and any rules, regulations, or requirements of the Securities and Exchange Commission in connection with the Form 10‑K for the fiscal year ended December 31, 2023. Without limiting the generality of the foregoing, the powers granted include the power and authority to execute and file the Form 10-K, any and all amendments to the Form 10‑K and any and all instruments or documents submitted as a part of or in conjunction with the Form 10‑K. The undersigned hereby ratifies and confirms her signature as it may be signed by said attorneys and all that said attorneys and agents shall do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of the date indicated below her name.
                        
/s/ Mary E. Thigpen            
Mary E. Thigpen, Director

Date:     February 28, 2024        


Exhibit 24

POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS:

That the undersigned Officer and Director of Globe Life Inc. does hereby constitute and appoint R. Brian Mitchell and Chris T. Moore, and each of them severally, his lawful attorneys and agents, for him and in his name and in the capacity indicated below, with full power and authority to do any and all acts and things and to execute any and all instruments which said attorneys and agents determine may be necessary, advisable, or required to enable the said Corporation to comply with the Securities Exchange Act of 1934, as amended, and any rules, regulations, or requirements of the Securities and Exchange Commission in connection with the Form 10‑K for the fiscal year ended December 31, 2023. Without limiting the generality of the foregoing, the powers granted include the power and authority to execute and file the Form 10-K, any and all amendments to the Form 10‑K and any and all instruments or documents submitted as a part of or in conjunction with the Form 10‑K. The undersigned hereby ratifies and confirms his signature as it may be signed by said attorneys and all that said attorneys and agents shall do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of the date indicated below his name.
                        
/s/ Thomas P. Kalmbach        
Thomas P. Kalmbach, Executive Vice
President and Chief Financial Officer

Date:     February 28, 2024        



Exhibit 24

POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS:

That the undersigned Officer and Director of Globe Life Inc. does hereby constitute and appoint Thomas P. Kalmbach, R. Brian Mitchell and Chris T. Moore, and each of them severally, his lawful attorneys and agents, for him and in his name and in the capacity indicated below, with full power and authority to do any and all acts and things and to execute any and all instruments which said attorneys and agents determine may be necessary, advisable, or required to enable the said Corporation to comply with the Securities Exchange Act of 1934, as amended, and any rules, regulations, or requirements of the Securities and Exchange Commission in connection with the Form 10‑K for the fiscal year ended December 31, 2023. Without limiting the generality of the foregoing, the powers granted include the power and authority to execute and file the Form 10-K, any and all amendments to the Form 10‑K and any and all instruments or documents submitted as a part of or in conjunction with the Form 10‑K. The undersigned hereby ratifies and confirms his signature as it may be signed by said attorneys and all that said attorneys and agents shall do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of the date indicated below his name.
                        
/s/ M. Shane Henrie            
M. Shane Henrie, Corporate Senior Vice
President and Chief Accounting Officer

Date:     February 28, 2024        

EX-31.1 12 a10-kex311dardenq4fy2023.htm EX-31.1 Document

Exhibit 31.1
CERTIFICATIONS

I, J. Matthew Darden, certify that:

1.I have reviewed this annual report on Form 10-K of Globe Life Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)    Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)    Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)    Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)    Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a)    All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)    Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.



Date:
February 28, 2024
/s/ J. Matthew Darden
J. Matthew Darden
Co-Chairman and Chief Executive Officer


EX-31.2 13 a10-kex312svobodaq4fy2023.htm EX-31.2 Document

Exhibit 31.2
CERTIFICATIONS

I, Frank M. Svoboda, certify that:

1.I have reviewed this annual report on Form 10-K of Globe Life Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)    Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)    Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)    Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluations; and
d)    Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a)    All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)    Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.



Date:
February 28, 2024
/s/ Frank M. Svoboda
Frank M. Svoboda
Co-Chairman and Chief Executive Officer


EX-31.3 14 a10-kex313kalmbachq4fy2023.htm EX-31.3 Document

Exhibit 31.3

CERTIFICATIONS

I, Thomas P. Kalmbach, certify that:

1.I have reviewed this annual report on Form 10-K of Globe Life Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)    Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)    Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)    Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluations; and
d)    Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a)    All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)    Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date:
February 28, 2024
/s/ Thomas P. Kalmbach
Thomas P. Kalmbach
Executive Vice President and Chief Financial Officer

EX-32.1 15 a10-kexhibit321allq4fy2023.htm EX-32.1 Document

Exhibit 32.1

CERTIFICATION OF PERIODIC REPORT


We, J. Matthew Darden, Co-Chairman and Chief Executive Officer, Frank M. Svoboda, Co-Chairman and Chief Executive Officer, and Thomas P. Kalmbach, Executive Vice President and Chief Financial Officer of Globe Life Inc., certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that, to the best of our knowledge:

(1)    the Annual Report on Form 10-K of the Company for the period ended December 31, 2023 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)    the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: February 28, 2024

/s/ J. Matthew Darden


J. Matthew Darden
Co-Chairman and Chief Executive Officer





/s/ Frank M. Svoboda


Frank M. Svoboda    
Co-Chairman and Chief Executive Officer





/s/ Thomas P. Kalmbach


Thomas P. Kalmbach
Executive Vice President and
Chief Financial Officer



EX-97 16 a10-kexhibit97q42023.htm EX-97 Document
Exhibit 97
GLOBE LIFE INC.
CLAWBACK POLICY

I.Introduction

The Board of Directors of Globe Life Inc. (the “Board”) believes that it is in the best interests of Globe Life Inc. (the “Company”) and its shareholders to adopt this policy, which provides for the recoupment of certain executive compensation in the event of an accounting restatement resulting from material noncompliance with financial reporting requirements under the federal securities laws (the “Policy”). This Policy is designed to comply with Section 10D of the Securities Exchange Act of 1934 (the “Section 10D”), Rule 10D-1 of the Securities Exchange Act of 1934 (“Rule 10D-1”), and Section 303A.14 of the New York Stock Exchange Listed Company Manual (the “Listing Standards” and together with Section 10D and Rule 10D-1, the “Applicable Law”).

II.Administration

This Policy shall be administered by the Board or the Board may delegate the authority to administer this Policy to the Compensation Committee or the Audit Committee as it deems appropriate (the Board or such committee charged with administration of this policy, the “Administrator”). Any determinations made by the Administrator shall be final and binding on all affected individuals.

III.Covered Executives

This Policy applies to the Company's current and former executive officers, as determined by Administrator in accordance with Applicable Law, and such other employees who may from time to time be deemed subject to the Policy by the Administrator (each a “Covered Executive”).

IV.Recoupment; Accounting Restatement

In the event the Company is required to prepare an accounting restatement of its financial statements due to the Company's material noncompliance with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period, the Administrator will require recoupment of any Excess Incentive Compensation received by any Covered Executive during the three completed fiscal years immediately preceding the date on which the Company is required to prepare an accounting restatement and during any transition period (that results from a change in the Company’s fiscal year) within or immediately following those three completed fiscal years.

V.Incentive Compensation

For purposes of this Policy, Incentive Compensation means any compensation that is granted, earned, or vested based wholly or in part on the attainment of a financial reporting measure. Incentive Compensation is deemed “received,” for purposes of this Policy, in the Company’s fiscal period during which the financial reporting measure specified in the Incentive Compensation award is attained, even if the payment or grant of such Incentive Compensation occurs after the end of such period.



Exhibit 97
“Financial reporting measure” means for purposes of this Policy, any measure that is determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements and any measure that is derived wholly or in part from such measure. Financial reporting measures include but are not limited to:
•company stock price;
•total shareholder return;
•premiums;
•underwriting income;
•revenues;
•net income;
•financial ratios;
•liquidity measures such as working capital or operating cash flow;
•return measures such as return on assets or return on equity; and
•earnings measures such as earnings per share.

VI.Excess Incentive Compensation: Amount Subject to Recovery

The amount to be recovered will be the “Excess Incentive Compensation” paid to the Covered Executive. The Excess Incentive Compensation is the amount of Incentive Compensation received that exceeds the Incentive Compensation that would have been paid to the Covered Executive had it been based on the restated results, as determined by the Administrator.

If the Administrator cannot determine the amount of Excess Incentive Compensation received by the Covered Executive directly from the information in the accounting restatement, then it will make its determination based on a reasonable estimate of the effect of the accounting restatement. The Administrator must maintain documentation of the determination of such reasonable estimate and provide such documentation to the New York Stock Exchange.

VII.Method of Recoupment

The Administrator will determine, in its sole discretion, the timing and method for recouping Incentive Compensation hereunder which may include, without limitation:

(a) requiring reimbursement of cash Incentive Compensation previously paid;
(b) seeking recovery of any gain realized on the vesting, exercise, settlement, sale, transfer, or other disposition of any equity-based awards;
(c) offsetting the recouped amount from any compensation otherwise owed by the Company to the Covered Executive;
(d) cancelling outstanding vested or unvested equity awards;
(e) forfeiture of deferred compensation, subject to compliance with Section 409A of the Internal Revenue Code and the regulations promulgated thereunder; and/or
(f) taking any other remedial and recovery action permitted by law or contract, as determined by the Administrator.

2
Exhibit 97
VIII.No Indemnification

The Company shall not indemnify any Covered Executive against the loss of any incorrectly awarded Incentive Compensation, including any payment or reimbursement for the cost of third‑party insurance purchased by any Covered Executive to fund potential clawback obligations under this Policy.

IX.Interpretation

The Administrator is authorized to interpret and construe this Policy and to make all determinations necessary, appropriate, or advisable for the administration of this Policy. It is intended that this Policy be interpreted in a manner that is consistent with the requirements of Applicable Law.

X.Effective Date

This Policy shall be effective as of the date it is adopted by the Administrator (the "Effective Date") and shall apply to Incentive Compensation that is received by a Covered Executive on or after that date even if such Incentive Compensation was approved, awarded, granted or paid to the Covered Executive prior to the Effective Date.

XI.Amendment; Termination

The Administrator may amend this Policy from time to time in its discretion and shall amend this Policy as it deems necessary to comply Applicable Law.

XII.Other Recoupment Rights

The Administrator intends that this Policy will be applied to the fullest extent of the law. Any right of recoupment under this Policy is in addition to, and not in lieu of, any other remedies or rights of recoupment that may be available to the Company pursuant to the terms of any similar policy in any employment agreement, equity award agreement, or similar agreement and any other legal remedies available to the Company including provisions for recoupment of payments or benefits in the event an award is based on a materially inaccurate performance measure, or in the event of a termination for cause, violation of material Company policies, breach of confidentiality or other restrictive covenants, or other conduct by the Covered Executive detrimental to the business or reputation of the Company.

XIII.Impracticability

The Administrator shall recover any Excess Incentive Compensation in accordance with this Policy unless such recovery would be impracticable, solely for the following limited reasons, and subject to the following procedural and disclosure requirements:

•The direct expense paid to a third party to assist in enforcing the Policy would exceed the amount to be recovered. Before concluding that it would be impracticable to recover any amount of Excess Incentive Compensation based on expense of enforcement, the Administrator must make a reasonable attempt to recover such erroneously awarded compensation, document such reasonable attempt(s) to recover and provide that documentation to NYSE; or
•Recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of the Company, to fail to meet the requirements of 26 U.S.C. 401(a)(13) or 26 U.S.C. 411(a) and regulations thereunder.
3
Exhibit 97
XIV.Successors

This Policy shall be binding and enforceable against all Covered Executives and their beneficiaries, heirs, executors, administrators, or other legal representatives.
4